<PAGE>   1


                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

   
                             FORM 10-KSB/A NO. 2
    


(MARK ONE)
   [X]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
          EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED JANUARY 3, 1999

                                       OR

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

                         COMMISSION FILE NUMBER 0-23243

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

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

  4801 W. 81ST STREET, SUITE 112                              55437
    BLOOMINGTON, MN   55437                                 (Zip Code)
 (Address of principal executive offices)

                                  612-837-9917
                (Issuer's telephone number, including area code)

         Securities Registered Under Section 12(b) of the Exchange Act:
                                      NONE

         Securities Registered Under Section 12(g) of the Exchange Act:
                          COMMON STOCK, PAR VALUE $.01
                CLASS A WARRANTS TO PURCHASE ONE SHARE OF COMMON
            STOCK UNITS, CONSISTING OF ONE SHARE OF COMMON STOCK AND
                               ONE CLASS A WARRANT
                              (Title of each class)

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

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of issuer's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [ ]

The Issuer had total revenues of $6,932,891 for its fiscal year ended January 3,
1999.

As of April 2, 1999, the aggregate market value of the voting and non-voting
common equity held by non-affiliates (assuming for these purposes, but not
conceding, that all executive officers and directors are "affiliates" of the
Issuer) of the Issuer was $5,558,588 based upon the last reported sale price in
the Nasdaq SmallCap Market on April 2, 1999 of $0.81 per share.

As of January 3, 1999, the number of shares outstanding of the Issuer's Common
Stock was 8,000,089.

Transitional Small Business Disclosure Format:   Yes [  ]  No [X]

                                       1
<PAGE>   2
   
    

                           FORWARD-LOOKING STATEMENTS

Certain of the matters discussed in the following pages, particularly regarding
estimates of the number and locations of new restaurants that the Company
intends to open during fiscal 1999 and 2000, constitute "forward-looking
statements" within the meaning of the Securities Act of 1933, as amended and the
Securities Exchange Act of 1934, as amended. Forward-looking statements involve
a number of risks and uncertainties, and, in addition to the factors discussed
in this Form 10-KSB, other factors that could cause actual results to differ
materially are the following: the Company's ability to identify and secure
suitable locations on acceptable terms; obtain additional capital necessary for
expansion on acceptable terms; open new restaurants in a timely manner; hire and
train additional restaurant personnel and integrate new restaurants into its
operations; the continued implementation of the Company's strict business
discipline over a growing restaurant base; the economic conditions in the new
markets into which the Company expands and possible uncertainties in the
customer base in these areas; changes in customer dining patterns; competitive
pressures from other national and regional restaurant chains; business
conditions, such as inflation or a recession, and growth in the restaurant
industry and the general economy; changes in monetary and fiscal policies, laws
and regulations; and other risks identified from time to time in the Company's
SEC reports, registration statements and public announcements.

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


                                       2
<PAGE>   3
   
                                    PART III


ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT

EXECUTIVE OFFICERS AND DIRECTORS

         The following persons currently serve the Company as executive officers
and/or members of its Board of Directors. Each director has consented to serve
an additional term, if elected at the Company's next annual meeting of
shareholders.

<TABLE>
<CAPTION>
NAME                                  POSITIONS WITH THE COMPANY                        AGE      DIRECTOR SINCE
----                                  --------------------------                        ---      --------------
<S>                                   <C>                                                <C>           <C> 
Stephen D. King                       Chairman of the Board, Chief Executive             42            1994
                                         Officer and Chief Financial Officer
Ronald K. Fuller                      President, Chief Operating Officer                 54            1997
                                         and Director
Michael L. Krienik                    Director                                           46            1997
Thomas W. Orr                         Director                                           54            1997
Jerry L. Ruyan                        Director                                           52            1998
</TABLE>

         Stephen D. King is the Chairman of the Board of the Company and a
managing partner of BaryCenter Capital Management, a Cincinnati-based financial
advisor and investment firm. Mr. King has also served as the Company's Chief
Executive Officer from its inception until February 1998 and from April 2, 1999
to the present and as Chief Financial Officer from October 31, 1998 to the
present. From 1982 to 1990, Mr. King served in various capacities, including
Chief Executive Officer, of Pizza Hut of Cincinnati, Inc., which operates 36
Pizza Hut restaurants in the Cincinnati, Ohio area. Mr. King has also served in
various capacities with Long John Silver, Two Pesos and Skyline Chili franchise
operations. Mr. King also has extensive real estate and financing expertise and,
from 1991 to 1994, served as managing partner of a real estate development
partnership with properties valued at approximately $60 million.

         Ronald K. Fuller joined the Company as President and Chief Operating
Officer in January 1997. He also served as Chief Executive Officer of the
Company from February through April 1, 1999. Mr. Fuller had served since 1993 as
President and Chief Executive Officer for Leeann Chin, Inc., Minneapolis,
Minnesota. From 1985 to 1993, Mr. Fuller held several executive positions with
General Mills, Inc. and General Mills Restaurants, Inc. in Minneapolis and
Orlando, Florida, including Vice President - Operations, Executive Vice
President - New Concept Development, and President/General Manager.

         Michael L. Krienik became a director of the Company in September 1997
and is President of Krienik Advertising Inc., Cincinnati, Ohio, a full-service
advertising agency which he founded in 1981. Prior to founding his own
advertising agency, Mr. Krienik served in various merchandising/management roles
with Federated Department Stores from 1973 to 1977 and then served as the
National Advertising Manager for U.S. Shoe Corporation from 1977 to 1981.

         Thomas W. Orr became a director of the Company in September 1997 and
has been a Senior Consultant since 1995 for the Delta Consulting Group,
Trumbull, Connecticut, specializing in business strategy, new business
development, marketing and sales. From 1994 to 1995, Mr. Orr was President of
the retail chicken group of ConAgra Broiler Company, with responsibility for
strategic direction, operations of five plants, sales, marketing, international
and commodity businesses. Mr. Orr had previously been associated with ConAgra
Broiler Company from 1991 to 1993 as Vice President of Sales and Vice President
of Marketing. From 1993 to 1994, Mr. Orr served as Senior Vice President for
Jennie-O Foods, Inc., a subsidiary of Hormel Foods, with responsibility for
strategy development, marketing and sales for the retail, food service and
commodity divisions.

         Jerry L. Ruyan has been a director of the Company since October 1998.
Mr. Ruyan co-founded and has been a partner of Redwood Venture Group Ltd., a
venture capital company based in Cincinnati, Ohio, since January 1996. Mr. Ruyan
is a director of Meridian Diagnostics, Inc., which develops diagnostic test
products for the global medical industry, which company he founded in 1977 and
for which he served as President and Chief Executive Officer from 1977 to
January 1996. He is also a director of Frisch's Restaurants, Inc., which
operates and licenses family restaurants and hotels with restaurants, and a
director of Meritage Hospitality Group, Inc., a Wendy's restaurant franchisee
based in Grand Rapids, Michigan.

BENEFICIAL OWNERSHIP REPORTING COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES
EXCHANGE ACT OF 1934

         Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than 10% of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership of such securities with the Securities and
Exchange Commission and Nasdaq. Officers, directors and greater than ten per
cent shareholders are required by SEC regulations to furnish the Company with
copies of all Section 16(a) forms they file.

         Based solely on review of the copies of such forms furnished to the
Company, or written representations that no Forms 5 were required, the Company
believes that during the year ended January 3, 1999 all Section 16(a) filing
requirements applicable to its officers, directors and greater than ten per cent
beneficial owners were complied with.


ITEM 10. EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION

         The following table sets forth the cash and noncash compensation for
each of the last three fiscal years awarded to or earned by each executive
officer of the Company whose salary and bonus during the year ended January 3,
1999 exceeded $100,000.


                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                                          Long-Term
                                                                                                         Compensation
                                                                                                      -----------------         
                                                                   Annual Compensation                      Awards
                                                       --------------------------------------------   -----------------
                                                                                      Other Annual       Common Stock
                                                       Salary            Bonus        Compensation    Underlying Options
 Name and Principal Position            Year            ($)               ($)             ($)                (#)
 ---------------------------            ----          -------           ------      ---------------   ------------------
<S>                                     <C>           <C>              <C>              <C>              <C> 
Stephen D. King (1)                     1998          200,000             --               --               --
Chairman of the Board,                  1997           83,333           70,000             --               --
   Chief Executive Officer and          1996             --               --               --               --
   Chief Financial Officer

Ronald K. Fuller                        1998          200,000           90,000           35,000(2)       308,333(3)
President and Chief                     1997          146,154           50,000           61,733(4)       308,333
   Operating Officer                    1996             --               --               --               --

Anne D. Huemme (5)                      1998          125,000             --              5,000 (6)       33,333 (3)
                                        1997             --               --               --            100,000
</TABLE>

(1)      Mr. King assumed the title of Chief Financial Officer on October 30,
         1998 and Chief Executive Officer on April 2, 1999.

(2)      Includes $15,000 car allowance and $20,000 cafeteria plan benefits.

(3)      Reflects options which were repriced. See "Ten-Year Option/SAR
         Repricings" below.

(4)      Includes $33,333 in consulting fees paid to Mr. Fuller before he became
         an employee, $8,400 car allowance and $20,000 cafeteria plan benefits.

(5)      Ms. Huemme relinquished the titles of Vice President - Finance and
         Chief Financial Officer on October 30, 1998 and her employment was
         terminated on December 24, 1998. 

(6)      Car allowance.

                        OPTION GRANTS IN LAST FISCAL YEAR

         No stock options were granted to any of the executive officers named in
the Summary Compensation Table during the fiscal year ended January 3, 1999. An
option was granted to Anne Huemme to purchase 100,000 shares during fiscal 1997
at an exercise price of $3.00 per share. The market price of the shares was
$3.00 on the date of grant. This grant represented 15.8% of options granted to
employees during fiscal 1997. The option originally expired on January 15, 2007.
The options vest ratably on the first, second and third anniversaries of the
date of grant. Ms. Huemme relinquished the titles of Vice President - Finance
and Chief Financial Officer on October 30, 1998 and her employment was
terminated on December 24, 1998. The portion of her option which vested on
January 5, 1999, to purchase 33,000 shares, was repriced to $.75 in December
1998.

               AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
                          FISCAL YEAR-END OPTION VALUES

         The following table summarizes information with respect to options held
by the persons named in the Summary Compensation Table, and the value of the
options held by such persons at the end of fiscal 1998. No options were
exercised by the executive officers named in the Summary Compensation Table
during fiscal 1998.

<TABLE>
<CAPTION>
                              Number of Unexercised          Value of Unexercised in-the-
                              Options at FY-End(#)          Money Options at FY-End ($)(1)
                              ---------------------         ------------------------------
Name                    Exercisable     Unexercisable       Exercisable      Unexercisable
----                    -----------     -------------       -----------      -------------
<S>                       <C>              <C>                 <C>             <C>                              
Stephen D. King                 0                0               --               --
Ronald K. Fuller          108,333          200,000                0                0
Anne D. Huemme                  0          100,000                0                0
</TABLE>

(1)      The option exercise price in each case is $.75 and the last sale price
         of the common stock on December 31, 1998 was $.656.

                         TEN-YEAR OPTION/SAR REPRICINGS

<TABLE>
<CAPTION>
                                               Number of
                                              Securities        Market Price    Exercise                  Length of
                                              Underlying        of Stock at    Price at         New    Original Option
                                                Options           Time of       Time of      Exercise  Term Remaining
                                               Repriced          Repricing     Repricing       Price     at Date of
Name                            Date              (#)                ($)          ($)           ($)      Repricing
----                            ----          ----------       -------------- ----------     --------- ----------------
<S>                           <C>               <C>                   <C>         <C>            <C>      <C>
Stephen D. King ............        --               --               --            --           --            -- 
Ronald K. Fuller ...........  12/10/98          300,000              .75          3.00          .75       8 years
                              12/10/98            8,333              .75          3.00          .75       9 years
Anne D. Huemme .............  12/10/98           33,333              .75          3.00          .75       9 years
</TABLE>


         The Compensation Committee of the Board of Directors decided to reprice
the options enumerated above in response to a decrease in the market price of
the Company's common stock to a level which, in the opinion of the Board, had
the effect of eliminating substantially all the incentive value of such options.
The Compensation Committee concluded that short-term financial performance
considerations should not unduly influence long-term compensation strategies.
The Board believes that stock options play an extremely important role in
attracting talented executives and motivating them to perform up to their full
potential, particularly where stock options are an important component of an
executive's compensation package. Accordingly, the Board determined that a
repricing of options to current market value was both necessary and consistent
with its strategy of providing executives with tangible long-term performance
incentives.

                                          BY THE COMPENSATION COMMITTEE

                                          Thomas W. Orr
                                          Michael L. Krienik

EMPLOYMENT AGREEMENTS

         Ronald K. Fuller, President and Chief Operating Officer, has an
employment agreement which was renewed for another year on January 6, 1999. It
is subject to early termination for variety of reasons, including voluntary
termination by Mr. Fuller. Mr. Fuller's base salary was $200,000 for fiscal 1998
and will be $200,000 for fiscal 1999. Such base salary may be adjusted annually
as determined by the Company's Board of Directors. Such agreement also provides
that Mr. Fuller will receive one year's severance if terminated by the Company
for a reason other than "cause," as defined therein. Mr. Fuller receives
medical, dental and other customary benefits. The employment agreement provides
that Mr. Fuller will not compete with the Company for one year if he resigns or
is terminated for cause.

         Mr. Fuller has an option agreement with the Company dated January 15,
1997 pursuant to which he was granted an option to purchase 300,000 shares of
common stock at an exercise price of $3.00 per share. The option agreement
provides that if Mr. Fuller is terminated without cause, all parts of the option
scheduled to vest thereafter shall immediately vest as of the date of
termination. Immediate vesting shall also occur in the event of (i) the sale in
one or more private transactions of 50% or more of the Company or (ii) a
majority of the members of the Board of Directors of the Company is replaced
within a period of less than six (6) months by directors not nominated and
approved by the Board. The option is currently unvested as to 200,000 shares.

         Anne D. Huemme, who served as Vice President - Finance and Chief
Financial Officer from January 5, 1998 through October 30, 1998, had a
three-year employment agreement which expired on January 5, 2001, subject to
early termination for a variety of reasons. Ms. Huemme's employment with the
Company has been terminated as of December 24, 1998. Ms. Huemme received a base
salary of $130,000 during her first year of employment. The agreement also
provided that Ms. Huemme would receive six months' severance if terminated by
the Company for a reason other than cause. The agreement provided that Ms.
Huemme would not compete with the Company for one year if she resigned or were
terminated for cause.

         In addition to the options referred to above, the Company granted an
option to purchase 8,333 shares to Mr. Fuller and an option to purchase 100,000
shares to Ms. Huemme in fiscal 1997 pursuant to the Company's 1997 Stock Option
and Compensation Plan (the "1997 Plan"). The 1997 Plan provides that such
options will become immediately exercisable if any of the following events occur
unless otherwise determined by the Board and a majority of the Continuing
Directors (as defined below): (1) any person or group of persons becomes the
beneficial owner of 30% or more of any equity security of the Company entitled
to vote for the election of directors; (2) a majority of the members of the
Board is replaced within a period of less than two years by directors not
nominated and approved by the Board; or (3) the stockholders approve an
agreement to merge or consolidate with or into another corporation or an
agreement to sell or otherwise dispose of all or substantially all of the
Company's assets. "Continuing Directors" are directors: (a) who were in office
prior to the time any of (1), (2) or (3) above occurred or any person publicly
announced an intention to acquire 20% or more of any equity security of the
Company, (b) directors in office for a period of more than two years, or (c)
directors nominated and approved by the Continuing Directors.

         The Company intends to retain other management employees or consultants
pursuant to employment or consulting agreements. The Company intends to offer
stock options to such employees or consultants.

DIRECTOR COMPENSATION

         Non-management directors each receive a ten-year option to purchase
25,000 shares of common stock when they became members of the Board. One-third
of each option vests on each of the first, second and third anniversaries of the
date of grant. Members of the Board who are also employees of the Company
receive no options for their services as directors.

         A ten-year option to purchase 25,000 shares at an exercise price of
$1.438 was granted to Greg Mosher when he became a member of the Board on
September 18, 1998. Mr. Mosher resigned from the Board on October 30, 1998. A
ten-year option to purchase 25,000 shares at an exercise price of $.75 was
granted to Jerry Ruyan when he became a member of the Board on October 30, 1998.

         On May 22, 1998, ten-year options to purchase 5,000 shares were granted
to each of Thomas Orr and Michael Krienik in lieu of compensation for their
service on the Audit Committee, and ten-year options to purchase 5,000 shares
were granted to each of Mr. Orr and Martin O'Dowd for service on the 
Compensation Committee. All of the options had exercise prices of $4.50 per 
share. On December 10, 1998, the options were repriced to $.75 per share.

         Messrs. Krienik, O'Dowd and Orr each received ten-year options to
purchase 25,000 shares when they became members of the Board in 1997. The
options granted to Messrs. Orr and Krienik had an exercise price of $3.34 a
share and the options granted to Mr. O'Dowd had an exercise price of $3.75 a
share. On December 10, 1998, all of the options were repriced to $.75 per share.
Mr. O'Dowd resigned from the Board on February 15, 1999.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The Company has outstanding one class of voting securities, common
stock, $.01 par value, of which 8,280,102 shares were outstanding as of the
close of business on April 9, 1999. Each share of common stock is entitled to
one vote on all matters put to a vote of shareholders. The following table sets
forth certain information regarding beneficial ownership of the Company's common
stock, by (i) each person known by the Company to be the beneficial owner of
more than 5% of the outstanding common stock, (ii) each director, (iii) each
executive officer named in the Summary Compensation Table, and (iv) all
executive officers and directors as a group. Unless otherwise indicated, each of
the following persons has sole voting and investment power with respect to the
shares of common stock set forth opposite their respective names.

<TABLE>
<CAPTION>
         NAME OF BENEFICIAL OWNER (1)                              NUMBER                PERCENT OF CLASS
         -------------------------------------------------        --------               ----------------
<S>                                                             <C>                          <C>                                   
         Stephen D. King..................................      1,543,243 (2)                 17.3%
         Ronald K. Fuller.................................        253,878 (3)                  3.0%
         Mark D. Dacko....................................              0                       --
         Michael L. Krienik...............................         19,999 (4)                   *
             115 W. 9th Street
             Cincinnati, OH 45202
         Thomas W. Orr....................................         21,666 (5)                   *
             3440 W. Pepperwood Loop
             Tucson, AZ 85742
         Jerry L. Ruyan...................................        511,750 (6)                  6.0%
             10260 Alliance Road, Suite 350
             Cincinnati, OH 45242
         Perkins Capital Management, Inc..................        464,100 (7)                  5.6%
             730 East Lake Street
             Wayzata, MN 55391

         All executive officers and directors
           as a group (six persons).......................      2,350,536 (8)                 25.2%
</TABLE>
---------------

*        Less than 1%.
(1)      Unless otherwise indicated, the address of each person is 4801 West
         81st Street, Suite 112, Bloomington, MN 55437.
(2)      Includes 165,743 shares as to which Mr. King holds options to purchase
         from various individuals which are currently exercisable and 477,500
         shares issuable upon exercise of warrants which are currently
         exercisable.
(3)      Includes 108,333 shares issuable upon exercise of options exercisable
         currently or within 60 days of the Record Date. Also includes 1,000
         shares owned and 1,000 shares issuable upon exercise of warrants owned
         by Mr. Fuller's wife, and 2,000 shares owned and 2,000 shares issuable
         upon exercise of warrants owned by his children. Mr. Fuller disclaims
         beneficial ownership of such shares.
(4)      Represents shares issuable upon exercise of options exercisable
         currently or within 60 days of the Record Date.
(5)      Includes 11,666 shares issuable upon exercise of options exercisable
         currently or within 60 days of the Record Date.
(6)      Includes 276,000 shares issuable upon exercise of options and warrants
         exercisable currently or within 60 days of the Record Date.
(7)      Figures based on a Schedule 13G filed with the SEC on February 4, 1999.
(8)      Includes 1,062,241 shares issuable upon exercise of options and
         warrants exercisable currently or within 60 days of the Record Date.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In September 1998, the Company entered into a $3,000,000 revolving line
of credit facility with The Provident Bank. This credit facility is secured by
the leasehold improvements of the Company's Hotel Discovery restaurant in
Cincinnati, Ohio (the "Kenwood Restaurant"). In addition, Stephen King, Jerry
Ruyan and Greg Mosher, directors of the Company (Mr. Mosher has since resigned
as a director), entered into a joint and several guaranty of the first
$1,000,000 of the Company's borrowings under this credit facility. In
consideration of these guarantees, the Company issued 40,000 five-year warrants
to each of these individuals at an exercise price of $0.75 per share in November
1998. Messrs. King and Ruyan also each severally guaranteed another $500,000,
and in January 1999 a stockholder of the Company severally guaranteed another
$1,000,000, of such borrowings. All three guarantors pledged certain collateral
to the bank in connection with the latter guarantees. In exchange for such
guarantees and pledges of collateral, the Company issued 200,000 five-year
warrants to each of Messrs. King and Ruyan in November 1998, and 400,000
five-year warrants to the other third party in January 1999, all at an exercise
price of $0.75 per share. The Board of Directors of the Company also authorized
the issuance of additional warrants and the payment of cash penalties to the
three guarantors if the borrowings are not repaid in full by September 30, 1999.
This credit facility provides for monthly payments of interest accrued on the
outstanding unpaid principal balance at a rate equal to the Prime Rate, or 7.75%
as of January 3, 1999. As of April 2, 1999, the Company has borrowed $3,000,000
under this credit facility.

         Mr. King personally guaranteed a $1,000,000 leasehold mortgage term
loan from PNC Bank, Ohio to the Company which was used for the Kenwood
Restaurant. Principal and interest were due monthly through February 1999, the
final maturity of the loan. The loan was repaid in full in September 1998 with
proceeds from the line of credit facility with The Provident Bank discussed in
the preceding paragraph.

         On March 10, 1999, the Company entered into a promissory note for
$825,000 with BankWindsor. The note is an unsecured revolving line of credit
facility which requires interest payments only. The note is due March 10, 2000.
The note is secured by personal guarantees, including a guarantee by Stephen
King of $175,000 of the indebtedness, and the Company issued five-year warrants
to purchase a total of 500,000 shares at $.75 a share to the guarantors in
consideration of the guarantees. Of these warrants, Mr. King received a warrant
to purchase 87,500 shares.

         In March 1999, The Provident Bank loaned $962,500 to Mr. King, which
funds were pledged by Mr. King to Cuningham Group Construction Services, LLC to
secure a portion of the Company's indebtedness to Cuningham in connection with
the construction of the Company's restaurant in Denver, Colorado. The loan bears
interest at Provident's prime rate and matures on June 30, 1999. The Company
guaranteed Mr. King's indebtedness to Provident and also pledged to Provident
its leasehold interest in the Denver restaurant and its right to receive the
$962,500 balance of the tenant improvement allowance from the landlord of the
Denver restaurant. The loan will be repaid in connection with the landlord's
release of the tenant improvement allowance. In consideration of his borrowing
such funds and pledging the cash collateral, the Company issued a five-year
warrant to Mr. King to purchase 150,000 shares of common stock at an exercise
price of $1.00 per share.

         Mr. King provided essentially all of the Company's working capital in
the development stage. At January 3, 1999, the maximum and outstanding amount of
the Company's indebtedness to Mr. King was $100,000. On April 21, 1999, Mr. King
made a $200,000 unsecured loan to the Company which is due on demand. The loan
bears interest at an annual rate of 18%.

         During 1998, Krienik Advertising, Inc., an Ohio corporation whose
President, Chief Executive Officer and sole shareholder is Michael Krienik, a
director of the Company, provided marketing and advertising services to the
Company. Fees paid for these services, including payments for subcontracted
media, printing, production and research services, were $741,077 during 1998.
    

ITEM 13.   EXHIBITS, LIST AND REPORTS ON FORM 8-K
    (A)  EXHIBITS

         1.1      Form of Underwriting Agreement (with form of Underwriter's
                  Warrant) (incorporated herein by reference to Exhibit 1.1 to
                  the Company's Registration Statement on Form SB-2 as filed on
                  August 22, 1997, as amended (File No. 333-34235)) (the "1997
                  SB-2")

         3.1      Articles of Incorporation, as amended (incorporated herein by
                  reference to Exhibit 3 to the Company's Quarterly Report on
                  Form 10-QSB for the quarter ended June 28, 1998 (the "2Q98
                  10-QSB")).

         3.2      By-laws (incorporated herein by reference to Exhibit 3.2 to
                  the 1997 SB-2)

         4        Form of Warrant Agreement (incorporated herein by reference to
                  Exhibit 4 to the 1997 SB-2)

         10.1     Indenture of Lease dated November 9, 1994 between Phillip E.
                  Stephens, Trustee and Kenwood Restaurant, Inc.; First
                  Amendment to Lease dated May 3, 1995 by and between Phillip E.
                  Stephens, Trustee and Kenwood Restaurant, Inc.; by Second
                  Amendment to Lease dated      , 1996 between Phillip E.
                  Stephens, Trustee and Kenwood Restaurant Limited Partnership;
                  Second Amendment to Agreement dated October 18, 1996 between
                  Phillip E. Stephens, Trustee and Kenwood Restaurant Limited
                  Partnership; and Addendum to Second Amendment to Lease dated
                  October 18, 1996 between Phillip E. Stephens, Trustee and
                  Kenwood Restaurant Limited Partnership (Kenwood Restaurant)
                  (incorporated herein by reference to Exhibit 10.1 to the 1997
                  SB-2)

         10.2     Lease dated August 4, 1997 between Mall of America Company and
                  Hotel Mexico, Inc. (Mall of America Restaurant) (incorporated
                  herein by reference to Exhibit 10.2 to the 1997 SB-2)

         10.3     Loan Agreement dated October 9, 1996 by and among Kenwood
                  Restaurant Limited Partnership and PNC Bank, Ohio, National
                  Association (incorporated herein by reference to Exhibit 10.3
                  to the 1997 SB-2)

         10.4     1997 Stock Option and Compensation Plan (incorporated herein
                  by reference to Exhibit 10.4 to the 1997 SB-2)

         10.5     Employment Agreement between the Company and Ronald K. Fuller
                  dated March 17, 1997 (incorporated herein by reference to
                  Exhibit 10.5 to the 1997 SB-2)

         10.6     Amendment to 1997 Stock Option and Compensation Plan
                  (incorporated herein by reference to Exhibit 10.6 to the 1997
                  SB-2)

         10.7     Second Amendment to 1997 Stock Option and Compensation Plan
                  (incorporated herein by reference to Exhibit 10.7 to the 1997
                  SB-2)

         10.8     Third Amendment dated February 25, 1998 to the Company's 1997
                  Stock Option and Compensation Plan (incorporated herein by
                  reference to Exhibit 10.1 to the 2Q98 10-QSB)

         10.9     First Loan Assumption Agreement dated December 31, 1996 by and
                  among PNC Bank, Ohio, National Association, Kenwood Restaurant
                  Limited Partnership, Stephen D. King, Kenwood Restaurant, Inc.
                  and Hotel Mexico, Inc. (incorporated herein by reference to
                  Exhibit 10.8 to the Company's Annual Report on Form 10-KSB for
                  the fiscal year ended December 28, 1997 (the "1997 10-KSB"))

         10.10    Second Loan Assumption Agreement dated October 16, 1997 by and
                  among PNC Bank, Ohio, National Association, Stephen D. King
                  and the Company (incorporated herein by reference to Exhibit
                  10.9 to the 1997 10-KSB)

         10.11    Amendment to Loan Documents dated as of June 28, 1998 by and
                  among PNC Bank, Ohio, National Association, Stephen D. King
                  and the Company (incorporated herein by reference to Exhibit
                  10.3 to the 2Q98 10-QSB)

         10.12    Employment Agreement between the Company and Anne D. Huemme
                  dated December 15, 1997 Company (incorporated herein by
                  reference to Exhibit 10.10 to the 1997 10-KSB)

         10.13    1998 Director Stock Option Plan (incorporated herein by
                  reference to Exhibit 10.2 to the 2Q98 10-QSB)

         10.14    Shopping Center Lease dated May 12, 1998 between Denver
                  Pavilions, L.P. and the Company (incorporated herein by
                  reference to Exhibit 10 to the Company's Current Report on
                  Form 8-K filed on May 27, 1998)

         10.15    Open-End Leasehold Mortgage, Security Agreement and Assignment
                  of Rents, Income and Proceeds made as of September 23, 1998 by
                  the Company to The Provident Bank ("Provident") (incorporated
                  herein by reference to Exhibit 10.1 to the Company's Quarterly
                  Report on Form 10-QSB for the quarter ended September 27, 1998
                  (the "3Q98 10-QSB")).

         10.16    Revolving Promissory Note Mortgage Loan dated September 23,
                  1998 between the Company and Provident (incorporated herein by
                  reference to Exhibit 10.2 to the 3Q98 10-QSB)

         10.17    Security Agreement dated as of September 23, 1998 between the
                  Company and Provident (incorporated herein by reference to
                  Exhibit 10.3 to the 3Q98 10-QSB)

         10.18    Agreement Among Guarantors dated November 16, 1998 among
                  Stephen D. King, Jerry L. Ruyan, Greg C. Mosher and the
                  Company*
 
         10.19    Agreement Among Guarantors dated January 22, 1999 among
                  Stephen D. King, Jerry L. Ruyan, Andrew Green and the Company*

         10.20    Warrant No. PL-1 dated November 16, 1998 to purchase 40,000
                  shares of common stock of the Company issued to Stephen D.
                  King* 

         10.21    Schedule identifying material details of other warrants issued
                  by the Company substantially identical to the warrant filed as
                  Exhibit 10.20* 

         10.22    Indemnification and Contribution Agreement dated March 3, 1999
                  among Michael A. Bird, John E. Feltl, Stephen D. King, Timothy
                  I. Maudlin, Wayne W. Mills and the Company* 

         10.23    Promissory Note dated March 10, 1999 of the Company to
                  BankWindsor* 

         10.24    Warrant No. BWL-1 dated March 3, 1999 to purchase 25,000
                  shares of common stock of the Company issued to Michael A.
                  Bird* 

         10.25    Schedule identifying material details of other warrants issued
                  by the Company substantially identical to the warrant filed as
                  Exhibit 10.24* 

   
         10.26    Warrant No. PL2-1 dated March 18, 1999 to purchase
                  150,000 shares of common stock of the Company issued to 
                  Stephen D. King. 
    

         23.1     Consent of Arthur Andersen LLP*                 

         27       Financial Data Schedule*

         *        Previously filed.

(B)      REPORTS ON FORM 8-K

         On December 8, 1998, the Company filed a report on Form 8-K relating to
         its execution on November 23, 1998 of a lease agreement with Irvine
         Retail Properties Company to lease approximately 18,000 square feet of
         space for a Cafe Odyssey restaurant in the Irvine Spectrum Center, a
         dining and entertainment destination in Irvine, California.
<PAGE>   4


                                   SIGNATURES

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


                                               CAFE ODYSSEY , INC.

                                               By:  /s/  Stephen D. King    
                                                  ----------------------
                                                    Stephen D. King
                                                    Chief Executive Officer and
                                                    Chief Financial Officer

   
    Date: May 3, 1999