<PAGE>   1



                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-QSB

(MARK ONE)

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

                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2000

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

             For the Transition Period from __________ to __________

                         Commission File Number 0-25252

                        CINEMASTAR LUXURY THEATERS, INC.
             (Exact Name of Registrant as specified in its charter)

               DELAWARE                                33-0451054
   (State or other jurisdiction of          (IRS Employer Identification No.)
    incorporation or organization)

    12230 EL CAMINO REAL, SUITE 320,
             SAN DIEGO, CA                              92130
(Address of principal executive offices)              (Zip Code)


                                 (858) 509-2777
              (Registrant's telephone number, including area code)


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

                                 YES [X] NO [ ]

Common stock, $0.01 par value: 6,289,196 shares outstanding as of November 20,
2000.

Transitional Small Business Disclosure Format. (check one):

                                 YES [ ] NO [X]


<PAGE>   2


                        CINEMASTAR LUXURY THEATERS, INC.

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                  PAGE NO.
                                                                                  --------
<S>                                                                               <C>

                                PART I. FINANCIAL INFORMATION

 Item 1.     Financial Statements

             Condensed Consolidated Balance Sheet as of September 30, 2000
             (Unaudited)                                                               3

             Condensed Consolidated Statements of Operations for the three and six
             months ended September 30, 2000 and 1999 (Unaudited)                      4

             Condensed Consolidated Statements of Cash Flows for the six
             months ended September 30, 2000 and 1999 (Unaudited)                      5

             Notes to Condensed Consolidated Financial Statements (Unaudited)          6

 Item 2.     Management's Discussion and Analysis of Financial Condition
             and Results of Operations                                                 9

                                 PART II. OTHER INFORMATION

 Item 1.     Legal Proceedings                                                        15

 Item 2.     Changes in Securities                                                    16

 Item 3.     Defaults in Senior Securities                                            16

 Item 4.     Submission of Matters to a Vote of Securities Holders                    16

 Item 5.     Other Information                                                        16

 Item 6.     Exhibits and Reports on Form 8-K                                         16

             Signatures                                                               16
</TABLE>


                                       2
<PAGE>   3

                          PART I. FINANCIAL INFORMATION

                          ITEM 1. FINANCIAL STATEMENTS

                CINEMASTAR LUXURY THEATERS, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                         September 30,
                                                             2000
                                                         -------------
<S>                                                      <C>
ASSETS

CURRENT ASSETS:
Cash and cash equivalents                                $    373,891
Prepaid expenses                                              418,075
Other current assets                                          288,047
                                                         ------------

TOTAL CURRENT ASSETS                                        1,080,013

Property and equipment, net                                12,653,231
Deposits and other assets                                     533,757
                                                         ------------

TOTAL ASSETS                                             $ 14,267,001
                                                         ============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Line of credit                                           $  2,000,000
Current portion of long-term debt and capital lease
  obligations                                               1,720,883
Accounts payable                                            1,008,333
Accrued liabilities                                           621,368
Deferred revenue                                              462,923
                                                         ------------

TOTAL CURRENT LIABILITIES                                   5,813,507

Long-term debt and capital lease obligations,
  net of current portion                                            -
Deferred rent liability                                     4,952,698
                                                         ------------

TOTAL LIABILITIES                                          10,766,205
                                                         ------------

STOCKHOLDERS' EQUITY:
Common stock, $0.01 par value;
  authorized shares 20,000,000;
  issued and outstanding shares 6,289,196                      62,892
Additional paid-in capital                                 29,659,892
Accumulated deficit                                       (26,221,988)
                                                         ------------

TOTAL STOCKHOLDERS' EQUITY                                  3,500,796
                                                         ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY               $ 14,267,001
                                                         ============
</TABLE>


SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.


                                       3
<PAGE>   4

                CINEMASTAR LUXURY THEATERS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                            Three Months Ended September 30,       Six Months Ended September 30,
                                            -------------------------------       -------------------------------
                                                2000               1999               2000               1999
                                            ------------       ------------       ------------       ------------
<S>                                         <C>                <C>                <C>                <C>
REVENUES:

Admissions                                  $  5,636,944       $  5,679,172       $ 10,462,312       $ 10,734,193
Concessions                                    2,402,869          2,312,865          4,487,175          4,406,299
Other operating revenues                         207,676            183,281            418,153            340,197
                                            ------------       ------------       ------------       ------------

TOTAL REVENUES                                 8,247,489          8,175,318         15,367,640         15,480,689
                                            ------------       ------------       ------------       ------------

COSTS AND EXPENSES:

Film rental and booking costs                  2,907,042          3,041,058          5,352,291          5,943,280
Cost of concession supplies                      423,127            445,377            792,764            821,188
Theater operating expenses                     3,973,662          3,172,738          7,480,439          6,218,782
Selling, general and administrative
expenses                                        735,160            836,741          1,439,832          1,569,525
Depreciation and amortization                   821,241            599,758          1,618,731          1,196,885
                                            ------------       ------------       ------------       ------------

TOTAL COSTS AND EXPENSES                       8,860,232          8,095,672         16,684,057         15,749,660
                                            ------------       ------------       ------------       ------------

OPERATING INCOME (LOSS)                         (612,743)            79,646         (1,316,417)          (268,971)

OTHER INCOME (EXPENSE):

Interest expense                                (178,028)          (115,927)          (329,989)          (208,942)
Interest income                                   20,309             27,657             28,950             40,260
                                            ------------       ------------       ------------       ------------

TOTAL OTHER (EXPENSE)                           (157,719)           (88,270)          (301,039)          (168,682)
                                            ------------       ------------       ------------       ------------

LOSS BEFORE PROVISION FOR INCOME TAXES          (770,462)            (8,624)        (1,617,456)          (437,653)

PROVISION FOR INCOME TAXES                       122,023                   -           123,623                  -

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

NET LOSS                                    $   (892,485)      $     (8,624)      $ (1,749,079)      $   (437,653)
                                            ============       ============       ============       ============

BASIC AND DILUTED NET LOSS  PER SHARE       $      (0.14)      $      (0.00)      $      (0.28)      $      (0.11)
                                            ============       ============       ============       ============

WEIGHTED AVERAGE SHARES                        6,289,196          3,864,986          6,289,196          3,864,986
                                            ============       ============       ============       ============
</TABLE>


SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.


                                       4
<PAGE>   5

                CINEMASTAR LUXURY THEATERS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                         Six Months Ended September 30,
                                                         ------------------------------
                                                            2000               1999
                                                         -----------       -----------
<S>                                                      <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                 $(1,741,079)      $  (437,653)
Adjustments to reconcile net loss to net cash
  provided by operating activities:
Depreciation and amortization                              1,618,731         1,196,885
Deferred rent expense                                        386,116           310,522
Changes in operating assets and liabilities:
Prepaid expenses and other current assets                   (168,909)          (21,847)
Deposits and other assets                                     25,711            (2,258)
Accounts payable                                          (2,166,944)           76,210
Accrued and other liabilities                               (105,327)         (159,322)
                                                         -----------       -----------

NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES       (2,151,701)          962,537
                                                         -----------       -----------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment                          (62,418)       (2,946,396)
                                                         -----------       -----------

NET CASH USED IN INVESTING ACTIVITIES                        (62,418)       (2,946,396)
                                                         -----------       -----------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of long-term debt                           -         2,000,000
Principal payments on long-term debt and capital
  lease obligations                                          (26,927)         (111,615)
Common stock issuance costs                                  (32,038)                -
                                                         -----------       -----------

NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES          (58,965)        1,888,385
                                                         -----------       -----------

NET DECREASE IN CASH AND CASH EQUIVALENTS                 (2,273,084)          (95,474)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD             2,646,975         2,220,396
                                                         -----------       -----------

CASH AND CASH EQUIVALENTS, END OF PERIOD                 $   373,891       $ 2,124,922
                                                         ===========       ===========


SUPPLEMENTAL CASH FLOW INFORMATION:

Cash paid during the period for:

Interest                                                 $   259,798       $   184,656
                                                         ===========       ===========

Income taxes                                             $    83,623       $         -
                                                         ===========       ===========
</TABLE>


SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.


                                       5
<PAGE>   6

                        CINEMASTAR LUXURY THEATERS, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000
                                   (UNAUDITED)


NOTE 1

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and the instructions to Form 10-QSB. Accordingly, they do
not include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring adjustments)
considered necessary for a fair presentation have been included. For further
information, refer to the audited consolidated financial statements for the
fiscal year ended March 31, 2000 and footnotes thereto, included in the
Company's Annual Report on Form 10-KSB which was filed with the Securities and
Exchange Commission. Operating results for the three and six month periods ended
September 30, 2000 are not necessarily indicative of the results of operations
that may be expected for the year ending March 31, 2001.

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

The Company has generated significant net losses in each fiscal year of its
operations, including a net loss of $5,231,252 in the fiscal year ended March
31, 2000 and a net loss of $1,749,079 in the six months ended September 30,
2000. As of September 30, 2000, the Company has an accumulated deficit of
approximately $26,220,000, and a working capital deficiency of approximately
$4,733,000. As of September 30, 2000, the Company is in default on two of its
debt agreements (see Note 5). The Company defaulted on four facility lease
agreements on October 1, 2000, and defaulted on one additional facility lease
agreement on November 1, 2000 (see Note 5). The Company's operations are also
subject to risk and uncertainties inherent in the movie exhibition industry such
as dependence on motion picture production and competition from larger
competitors with greater financial resources. There can be no assurances that
the Company will be able to achieve and to sustain profitability in the future.

The ongoing significant operating losses, working capital deficiency and other
adverse conditions indicate the Company may be unable to continue as a going
concern. In response to these conditions, the Company is attempting to
restructure its current financing and lease agreements and secure new or
additional financing. The Company is also considering various other alternatives
including a comprehensive reorganization of the Company's assets and capital
structure. The Company's management can give no assurances that it will be able
to restructure its current financing and lease agreements or secure new or
additional financing on terms favorable to the Company, if at all. See "Results
of Operations" for further discussion.

The accompanying unaudited condensed consolidated financial statements have been
prepared on a going concern basis, which contemplates the realization of assets
and the satisfaction of liabilities in the normal course of business. The
accompanying condensed consolidated financial statements do not include any
adjustments relating to the recoverability and classification of asset carrying
amounts, or the amount and classification of liabilities that might be necessary
should the Company be unable to continue as a going concern.

The auditors' report on the Company's financial statements as of March 31, 2000
contained a modification regarding the Company's ability to continue as a going
concern. If the Company is unsuccessful in resolving the issues described above,
it is likely the auditors' report on the Company's March 31, 2001 financial
statements will contain a going concern modification. Conversely, if the Company
is successful in resolving the issues described above, the auditors' report on
the Company's March 31, 2001 financial statements may not contain a going
concern modification. However, given the uncertainties facing the Company, it is
not possible for management to predict the financial condition of the Company at
March 31, 2001, or predict whether the auditors' report on the Company's March
31, 2001 financial statements will or will not contain a modification.


                                       6
<PAGE>   7

NOTE 2

The Securities and Exchange Commission has issued Staff Accounting Bulletin No.
101 "Revenue Recognition in Financial Statements" ("SAB 101") which, together
with certain amendments, provides guidance on the application of generally
accepted accounting principles related to revenue recognition in financial
statements. Management believes its presentation of revenues in the Company's
consolidated financial statements is consistent with the revenue recognition
criteria and other principles mandated by SAB 101, and that its adoption will
not have a material financial effect on the Company's consolidated financial
statements. The Company will be required to adopt SAB 101 by the fourth quarter
of fiscal 2001.

NOTE 3

Basic and diluted net loss per share are computed by dividing net loss by the
weighted average number of common shares outstanding during the years.
Potentially dilutive securities consist of outstanding stock options and
warrants, and are not included in the computation as their inclusion would be
anti-dilutive.

NOTE 4

On September 23, 1997, the Company entered into an agreement (the "CAP
Agreement") with CinemaStar Acquisition Partners, LLC ("CAP") and Reel Partners
LLP ("Reel") whereby Reel provided $3,000,000 of interim debt financing and CAP
acquired a majority equity interest in the Company through a $15 million
purchase of newly issued shares of the Company's Common Stock (the "Equity
Financing"). Following stockholder approval, the Equity Financing transaction
was completed on December 15, 1997.

Pursuant to the CAP Agreement, CAP purchased 2,526,352 shares of Common Stock
for a purchase price of $5.94 per share. CAP also received, at closing, warrants
to purchase 232,947 shares of Common Stock at an exercise price of $5.94 per
share. Concurrent with the execution of the CAP Agreement, the Company also
issued to CAP a warrant to purchase 142,857 shares of common stock at an
exercise price of $5.94 (the "Signing Warrants").

Pursuant to the terms of the CAP Agreement, the Company has and continues to be
obligated to issue Adjustment Shares to CAP. The number of Adjustment Shares to
be issued is based upon: (i) the recognition of any liabilities not disclosed as
of August 31, 1997, (ii) certain expenses incurred and paid by the Company in
connection with the contemplated transactions, (iii) any negative cash flow
incurred by the Company during the period commencing August 31, 1997 and ending
December 15, 1997, and (iv) operating losses experienced by, or the costs of
closing, the Company's Plaza Americana 10 facility in Tijuana (now in full
operation and achieving operating profits) and San Bernardino Facility (opened
December 1999). The measurement of the operating losses and/or closing costs for
the two facilities is cumulative, calculated in the aggregate and will take
place on the earlier to occur of the closing of each such facility or December
15, 2000. The Company issued 193,037 Adjustment Shares to CAP pursuant to the
terms of the CAP Agreement, in September 1998. To the extent there are (a)
operating losses at the Company's Tijuana and San Bernardino facilities,
calculated in the aggregate, for the three-year period ended December 15, 2000,
and (b) expenditures in connection with the discovery of liabilities, or defense
and/or settlement of claims, in either case relating to periods prior to August
31, 1997, the Company will be obligated to issue additional Adjustment Shares.

On March 28, 2000, the Company sold 2,424,158 shares of the Company's common
stock to the Company's principal shareholder, SCP Private Equity Partners, LP
("SCP"). The purchase price was $1.44 per share for an aggregate purchase price
of $3,500,000. Pursuant to the terms of the Stock Purchase Agreement, under
certain circumstances the Company has the option to sell SCP an additional
692,617 shares of common stock at $1.44 per share for an aggregate purchase
price of $1,000,000 at any time until March 28, 2002, so long as there have been
no material adverse changes in the Company, or in the Company's business
subsequent to March 28, 2000. Under the terms of the Stock Purchase Agreement,
the Company granted SCP warrants to purchase an additional 779,194 shares of the
Company's common stock at a price of $1.44 per share. The warrants issued in
conjunction with the Stock Purchase Agreement expire on March 28, 2005. In as
much as the warrants were issued at fair value, no value has been assigned to
these warrants.

NOTE 5

In October 1998, the Company signed a seven year, $15 million Revolving Credit
Agreement with a senior, secured lender. The Revolving Credit Agreement contains
various positive and negative covenants, such as consolidated


                                       7
<PAGE>   8

leverage ratio, consolidated fixed charge ratio, maximum fixed asset
expenditures, consolidated interest coverage ratio and minimum EBITDA.
Borrowings under the Revolving Credit Agreement are collateralized by the
Company's tangible and intangible assets, and the stock of the Company's wholly
owned subsidiaries, Cinemas, Inc. and CinemaStar International. The Company may
elect to borrow under the Revolving Credit Agreement at either (i) the higher of
the lender's reference rate or the federal funds rate plus 0.50% or (ii) the
LIBOR rate, in each case plus the applicable margin. The Company was required to
reduce the amount of borrowings outstanding under the facility beginning in
March 2000.

On April 4, 2000, the Company amended its Revolving Credit Agreement. Under the
terms of the amendment, the total available borrowing was reduced from
$15,000,000 to $5,000,000, and the termination date of credit facility was
changed from August 31, 2005 to December 31, 2000. The amendment required the
Company to complete the $3,500,000 sale of stock to its principal shareholder
and to use $1,000,000 of the proceeds from the sale of the common stock to
reduce the Company's outstanding borrowings on its credit facility from
$3,000,000 to $2,000,000. The amendment waived certain covenant violations and
adjusted certain positive and negative covenants to make them more consistent
with the Company's expected future financial performance.

The Company is unable at draw against the facility as of September 30, 2000, as
the Company's leverage and interest coverage ratios exceed the maximums
established by the April 4, 2000 amendment to the Revolving Credit Agreement.
The Company will be able to draw down on the credit facility if its leverage and
interest coverage ratios are under the maximum specified by the amendment,
however, the amount of borrowings the Company anticipates becoming available is
not expected to be significant, if any, as the borrowings will continue to be
limited by the leverage and interest coverage ratio covenants. As of September
30, 2000, the Company had outstanding borrowings of $2,000,000 under the
facility.

The Company signed a $1,600,000 mortgage note in January 1996 with Southern
Pacific Thrift & Loan (the "Mortgage Note"). The Mortgage Note is secured by a
Deed of Trust on the Company's six screen theater property on Third Avenue in
Chula Vista. The Company ceased operations at this theater effective June 30,
2000, and has elected to stop making debt service payments on the Mortgage Note
effective September 1, 2000. Non-payment of the monthly interest and principal
payment has put the Company in default of the Mortgage Note agreement. Midland
Loan Services, who services this loan, has filed a complaint with the Superior
Court of California asserting its rights under the Mortgage Note agreement, and
is seeking to foreclose on the property. The Company is continuing its efforts
to sell the property.

As of September 30, 2000, the outstanding balance on the mortgage loan is
approximately $1,558,000. The Company is in arrears on the September debt
service payment of $16,648 and has incurred late fees of approximately $1,000.
As a result of the default, all amounts due under the Mortgage Note have become
immediately due and payable, and as such the unpaid principal balance, interest
and late fees have been reflected as short term liabilities on the Company's
balance sheet. During the fourth quarter of fiscal 2000, the Company recorded an
asset impairment charge of $1,800,000 to write down the carrying value of this
theater to an amount below the mortgage balance. The Company's management
believes the property has a market value equal to or in excess of the
outstanding balance of the mortgage, and therefore does not believe further
impairment write downs are required.

On October 12, 2000, the Company signed a $2,000,0000 loan agreement with SCP
Private Equity Partners, L.P., its primary shareholder (the "SCP Loan"). The
loan is secured by a security interest in the assets of the Company that is
junior to the security interest held by the Company's senior lender, Union Bank
of California. The purpose of the SCP Loan is to provide the Company with
interim working capital financing over the next few months as the Company's
management attempts to implement strategies to improve the Company's financial
performance and address its liquidity concerns. Loans will be made at the
discretion of SCP. The loan bears interest at a rate of 10%, and matures on
January 31, 2001. As of November 20, 2000, the Company has borrowed $350,000
under this agreement.

The Company did not make lease payments on four of its theater facility leases
due October 1, 2000, and did not make lease payments on five of its theater
facility leases due November 1, 2000. The Company is therefore in default on
these five lease agreements. The Company's management is currently in
negotiations with several of its landlords in an attempt to reduce the rent
payments related to their respective properties. The Company's management can
give no assurances that it will be able to renegotiate its facility lease
agreements on terms favorable to the Company, if at all.


                                       8
<PAGE>   9

ITEM 2.

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS

GENERAL

RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the
Company's Condensed Consolidated Financial Statements and notes thereto included
elsewhere in this Form 10-QSB. Except for the historical information contained
herein, the discussion in this Form 10-QSB contains certain forward looking
statements that involve risks and uncertainties, such as statements of the
Company's plans, objectives, expectations and intentions. The cautionary
statements made in this Form 10-QSB should be read as being applicable to all
related forward-looking statements wherever they appear in this Form 10-QSB.
Where possible, the Company uses words like "believes", "anticipates",
"expects", "plans" and similar expressions to identify such forward looking
statements. The Company's actual results could differ materially from those
discussed here. Factors, risks and uncertainties that could cause or contribute
to such differences include the availability of marketable motion pictures, the
increase of revenues to meet long-term lease obligations and rent increases,
risks inherent in the construction of new theaters, the ability to secure new
locations on favorable terms, intense competition in the industry, dependence on
concession sales and suppliers, earthquakes and other natural disasters and
costs associated with potential changes in management and disputes related
thereto.

The Company began the first quarter of fiscal 2001 with nine theaters with a
total of 99 screens. On April 1, 2000, the Company added four stadium-style
auditoriums to its Mission Grove complex in Riverside, California. The addition
raised the total screen count at the Mission Grove location from 14 to 18, and
raised the circuit-wide screen count to 103. On June 30, 2000, the Company
closed its six screen theater in Chula Vista, California, reducing the Company's
theater and screen count to eight and 97, respectively, as of September 30,
2000. For the entire first six months of fiscal 2000, the Company operated eight
theaters with a total of 79 screens.

The Company operates one business segment. Such segment has operations in two
geographic regions, California and Northern Mexico. For the three months ended
September 30, 2000, total revenues were $6,736,009 in California and $1,511,480
in Northern Mexico, compared to $6,824,407 and $1,350,911 for California and
Northern Mexico, respectively in the three months ended September 30, 1999. For
the six months ended September 30, 2000, total revenues were $12,686,778 in
California and $2,680,862 in Northern Mexico, compared to $12,928,643 and
$2,552,046 for California and Northern Mexico, respectively in the six months
ended September 30, 1999. Total assets for the California and Northern Mexico
regions as at September 30, 2000 were $13,652,896 and $716,342, respectively, as
compared to total assets of $16,817,361 and $432,644, for the California and
Northern Mexico regions respectively, as of September 30, 1999.

The Company has generated significant net losses in each fiscal year of its
operations, including a net loss of $5,231,252 in the fiscal year ended March
31, 2000 and a net loss of $892,485 and $1,749,079 in the three and six month
periods ended September 30, 2000, respectively. As of September 30, 2000, the
Company has an accumulated deficit of approximately $26,222,000, and a working
capital deficiency of approximately $4,733,000.

As of September 30, 2000, the Company held cash and cash equivalents in the
amount of $373,891. The Company is obligated to pay down the $2,000,000 of
borrowings against its credit facility, which terminates on December 31, 2000.
Management can make no assurances as to the Company's ability to pay down its
credit facility debt and fund its working capital requirements over the next
twelve months.

On October 12, 2000, the Company's primary shareholder, SCP, signed a $2,000,000
loan agreement in order to provide the Company with interim working capital to
continue operating. Loans under the loan agreement are at the discretion of SCP
and mature on January 31, 2001. Through November 20, 2000, the Company has
borrowed $350,000 under the agreement.

Management plans to improve the Company's liquidity through securing a new debt
facility, either a revolving credit facility or a term loan, from a new senior
lender. The Company's ability to secure a new debt facility will be enhanced if
it is able to complete the sale of one of its theaters and pay off the related
mortgage loan on the property. Management can give no assurances that it will be
able to secure a new debt facility on terms favorable to the


                                       9
<PAGE>   10

Company, if at all. Further, management can give no assurances that it will be
able to sell the theater property.

Management is also in the process of implementing strategies to increase theater
revenues, reduce theater operating expenses, and reduce general and
administrative expenses. To the extent management can increase the Company's
Earnings Before Interest, Depreciation, and Amortization (EBITDA), the Company
will have an increased capacity for borrowing. Management can give no assurances
that its strategies to increase revenues and reduce expenses will be successful,
or that it will be able to significantly improve the Company's EBITDA.

The ability of the Company to operate depends on the availability of marketable
motion pictures. The Company currently obtains the motion pictures for its
theaters from approximately 10 to 12 distributors. Poor relationships with
distributors or a disruption in the production of motion pictures could limit
the Company's ability to obtain films for its theaters. Further, the motion
picture exhibition industry is highly competitive, particularly with respect to
film licensing, the terms of which can depend on seating capacity, location and
configuration of the exhibitor's theaters, the quality of projection and sound
equipment, the comfort and quality of theaters and ticket prices. Many of the
Company's competitors have been in existence significantly longer than the
Company and are better established in the markets where the Company's theaters
are or may be located and are better capitalized than the Company. These and
other factors, including the poor commercial success of motion pictures or the
Company's inability to attract and retain key management personnel, could have a
material adverse effect on the Company's business and results of its operations.
At this time, however, the Company believes that it has good working
relationships with its distributors and is competitive with respect to these
matters.

The Company is currently dependent on SCP continuing to loan the Company funds
to meet its operating requirements. Further the Company must successfully
renegotiate its lease agreements and refinance its debt or obtain new financing.
These factors, among others, indicate the Company may be unable to continue as a
going concern. The accompanying condensed consolidated financial statements do
not include any adjustments relating to the recoverability and classification of
asset carrying amounts, or the amount and classification of liabilities that
might be necessary should the Company be unable to continue as a going concern.

THREE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO THREE MONTHS ENDED SEPTEMBER
30, 1999

Total revenues for the three months ended September 30, 2000 increased $72,171
or 0.8% to $8,247,489 from $8,175,318 for the prior year. Admission revenues
decreased $42,228 or 0.7%, concession sales increased $90,004 or 3.9%, and other
operating revenues increased by $24,394, or 13.3%. The decrease in admissions
revenues is attributable to a decrease in attendance, offset by modest increases
in the average ticket price. The increase in concession revenues is due to
increased concession sales per patron. Total attendance decreased 6.3% from the
second quarter of last year, however, the average ticket price and the
concession revenue per cap increased 5.9% and 10.8%, respectively, for the
second quarter of fiscal 2001 as compared to the second quarter of fiscal 2000.

Film rental and booking costs for the three months ended September 30, 2000
decreased $134,016 or 4.4% to $2,907,042 from $3,041,058 for the previous fiscal
year's second quarter. The decrease is attributable to a decrease in admission
revenues and a reduced cost of film relative to last year's second quarter. As a
percentage of admission revenues, film rental and booking costs decreased to
51.6% for the three months ended September 30, 2000 from 53.5% for the three
months ended September 30, 1999, due to the timing and terms of new releases in
this year's second quarter compared to the prior year.

The cost of concession supplies for the three months ended September 30, 2000
decreased $22,250 or 5.0% to $423,127 from $445,377 for the previous year. The
decrease is attributable to reduced concession product costs relative to last
year's second quarter. As a percentage of concession revenues, the cost of
concession supplies decreased to 17.6% for the three months ended September 30,
2000 from 19.3% for the three months ended September 30, 1999.

Theater operating expenses for the three months ended September 30, 1999
increased $800,924 or 25.2% to $3,973,662 compared to $3,172,738 for the
previous year. This increase in operating expenses was due to the addition of
the San Bernardino 20 complex that opened in December 1999, and the addition of
four screens to the Mission Grove complex in April 2000. As a percentage of
total revenues, theater operating expenses increased by 9.4% to 48.2% for the
three months ended September 30, 2000, compared to 38.8% for the three months
ended September 30, 1999.


                                       10
<PAGE>   11

General and administrative expenses for the three months ended September 30,
2000 decreased $101,581 or 12.1% to $735,160 compared to $836,741 for the
previous year. The decrease is primarily attributable to management's efforts to
reduce general and administrative costs. As a percentage of total revenues,
general and administrative expense decreased by 1.3% to 8.9% for the three
months ended September 30, 2000, compared to 10.2% for the three months ended
September 30, 1999.

Depreciation and amortization for the three months ended September 30, 2000
increased $221,484 or 36.9% to $821,241 compared to $599,758 for the previous
year, due to the increase in the Company's balance of fixed assets as a result
of the addition of the San Bernardino 20 complex and the addition of four
screens to the Mission Grove complex.

Interest expense for the fiscal three months ended September 30, 2000 increased
$62,101 or 53.6% to $178,028 compared to $115,927 for the previous year. This
increase is due to an increase in the Company's average debt balance and higher
interest rates on the Company's debt in the second quarter of fiscal 2001 as
compared to 2000.

Interest income for the three months ended September 30, 2000 decreased $7,348
or 26.6% to $20,309 from $27,657 for the three months ended September 30, 1999.
This decrease is attributable to a decrease in the Company's average cash
balance in the second quarter of fiscal 2001 as compared to 2000.

The net loss for the three months ended September 30, 2000 increased $883,861 to
$892,485 from $8,624 for the three months ended September 30, 1999 as a result
of the changes in revenues and expenses described in the preceding paragraphs.

SIX MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO SIX MONTHS ENDED SEPTEMBER 30,
1999

Total revenues for the six months ended September 30, 2000 decreased $113,049 or
0.7% to $15,367,640 from $15,480,689 for the prior year. Admission revenues
decreased $271,881 or 2.5%, concession sales increased $80,876 or 1.8%, and
other operating revenues increased by $77,956, or 22.9%. The decrease in
admissions revenues is attributable to a decrease in attendance, offset by
modest increases in the average ticket price. The increase in concession
revenues is due to increased concession sales per patron. Total attendance
decreased 5.9% from the first half of last year, however the average ticket
price and the concession revenue per cap increased 3.6% and 8.3%, respectively,
for the first half of fiscal 2001 as compared to the first half of fiscal 2000.

Film rental and booking costs for the six months ended September 30, 2000
decreased $590,989 or 9.9% to $5,352,291 from $5,943,280 for the previous fiscal
year's first half. The decrease is attributable to a decrease in admission
revenues and a reduced cost of film relative to last year's first half. As a
percentage of admission revenues, film rental and booking costs decreased to
51.2% for the six months ended September 30, 2000 from 55.4% for the six months
ended September 30, 1999, due to the timing and terms of new releases in this
year's first half compared to the prior year.

The cost of concession supplies for the six months ended September 30, 2000
decreased $28,423 or 3.5% to $792,765 from $821,188 for the previous year. The
decrease is attributable to a decrease in concession product costs relative to
last year's first half. As a percentage of concession revenues, the cost of
concession supplies decreased to 17.7% for the six months ended September 30,
2000 from 18.6% for the six months ended September 30, 1999.

Theater operating expenses for the six months ended September 30, 1999 increased
$1,261,657 or 20.3% to $7,480,439 compared to $6,218,782 for the previous year.
This increase in operating expenses was due to the addition of the San
Bernardino 20 complex that opened in December 1999, and the addition of four
screens to the Mission Grove complex in April 2000. As a percentage of total
revenues, theater operating expenses increased by 8.5% to 48.7% for the six
months ended September 30, 2000, compared to 40.2% for the six months ended
September 30, 1999.

General and administrative expenses for the six months ended September 30, 2000
decreased $129,693 or 8.3% to $1,439,832 compared to $1,569,525 for the previous
year. The decrease is primarily attributable to management's efforts to reduce
general and administrative costs. As a percentage of total revenues, general and
administrative expense decreased by 0.7% to 9.4% for the six months ended
September 30, 2000, compared to 10.1% for the six months ended September 30,
1999.


                                       11
<PAGE>   12

Depreciation and amortization for the six months ended September 30, 2000
increased $421,846 or 35.2% to $1,618,731 compared to $1,196,885 for the
previous year, due to the increase in the Company's balance of fixed assets as a
result of the addition of the San Bernardino 20 complex and the addition of four
screens to the Mission Grove complex.

Interest expense for the fiscal six months ended September 30, 2000 increased
$121,047 or 57.9% to $329,989 compared to $208,942 for the previous year. This
increase is due to an increase in the Company's average debt balance and higher
interest rates on the Company's debt in the first half of fiscal 2001 as
compared to 2000.

Interest income for the six months ended September 30, 2000 decreased $11,310 or
28.1% to $28,950 from $40,260 for the six months ended September 30, 1999. This
decrease is attributable to a decrease in the Company's average cash balance in
the first half of fiscal 2001 as compared to 2000.

The net loss for the six months ended September 30, 2000 increased $1,311,426 to
$1,749,079 from $437,653 for the six months ended September 30, 1999 as a result
of the changes in revenues and expenses described in the preceding paragraphs.

LIQUIDITY AND CAPITAL RESOURCES

The Company's revenues are collected in cash, principally through box office
admissions and concession sales. Because its revenues are received in cash prior
to the payment of related expenses, the Company has an operating "float" which
partially finances its operations.

The Company's capital requirements arise principally in connection with the
development of new theaters and the acquisition of existing theaters.
Historically, new theaters have been financed with internally generated cash
flow, long-term debt, convertible debentures, equity, and facility and equipment
leasing.

On September 23, 1997, the Company entered into an agreement (the "CAP
Agreement") with CinemaStar Acquisition Partners, LLC ("CAP") and Reel Partners
LLP ("Reel") whereby Reel provided $3,000,000 of interim debt financing, and CAP
acquired a majority equity interest in the Company through a $15 million
purchase of newly issued shares of the Company's Common Stock (the "Equity
Financing"). Following stockholder approval, the Equity Financing transaction
was completed on December 15, 1997.

Pursuant to the CAP Agreement, CAP purchased 2,526,352 shares of Common Stock
for a purchase price of $5.94 per share. CAP also received, at closing, warrants
to purchase 232,947 shares of Common Stock at an exercise price of $5.94 per
share. Concurrent with the execution of the CAP Agreement, the Company also
issued to CAP a warrant to purchase 142,857 shares of common stock at an
exercise price of $5.94 (the "Signing Warrants").

Pursuant to the terms of the CAP Agreement, the Company has and continues to be
obligated to issue Adjustment Shares to CAP. The number of Adjustment Shares to
be issued is based upon: (i) the recognition of any liabilities not disclosed as
of August 31, 1997, (ii) certain expenses incurred and paid by the Company in
connection with the contemplated transactions, (iii) any negative cash flow
incurred by the Company during the period commencing August 31, 1997 and ending
December 15, 1997, and (iv) operating losses experienced by, or the costs of
closing, the Company's Plaza Americana 10 facility in Tijuana (now in full
operation and achieving operating profits) and San Bernardino Facility (opened
December 1999). The measurement of the operating losses and/or closing costs for
the two facilities is cumulative, calculated in the aggregate and will take
place on the earlier to occur of the closing of each such facility or December
15, 2000. The Company issued 193,037 Adjustment Shares to CAP pursuant to the
terms of the CAP Agreement, in September 1998. To the extent there are (a)
operating losses at the Company's Tijuana and San Bernardino facilities,
calculated in the aggregate, for the three-year period ended December 15, 2000,
and (b) expenditures in connection with the discovery of liabilities, or defense
and/or settlement of claims, in either case relating to periods prior to August
31, 1997, the Company will be obligated to issue additional Adjustment Shares.

On March 28, 2000, the Company sold 2,424,158 shares of the Company's common
stock to the Company's principal shareholder, SCP Private Equity Partners, LP
("SCP"). The purchase price was $1.44 per share for an aggregate purchase price
of $3,500,000. Pursuant to the terms of the Stock Purchase Agreement, under
certain circumstances the Company has the option to sell SCP an additional
692,617 shares of common stock at $1.44 per share for an aggregate purchase
price of $1,000,000 at any time until March 28, 2002, so long as there have been
no material adverse changes in the Company, or in the Company's business
subsequent to March 28, 2000. Under the terms of the Stock Purchase Agreement,
the Company granted SCP warrants to purchase an additional 779,194


                                       12
<PAGE>   13

shares of the Company's common stock at a price of $1.44 per share. The warrants
issued in conjunction with the Stock Purchase Agreement expire on March 28,
2005. In as much as the warrants were issued at fair value, no value has been
assigned to these warrants.

In October 1998, the Company signed a seven year, $15 million Revolving Credit
Agreement with a senior, secured lender. The Revolving Credit Agreement contains
various positive and negative covenants, such as consolidated leverage ratio,
consolidated fixed charge ratio, maximum fixed asset expenditures, consolidated
interest coverage ratio and minimum EBITDA. Borrowings under the Revolving
Credit Agreement are collateralized by the Company's tangible and intangible
assets, and the stock of the Company's wholly-owned subsidiaries, Cinemas, Inc.
and CinemaStar International. The Company may elect to borrow under the
Revolving Credit Agreement at either (i) the higher of the lender's reference
rate or the federal funds rate plus 0.50% or (ii) the LIBOR rate, in each case
plus the applicable margin. The Company was required to reduce the amount of
borrowings outstanding under the facility beginning in March 2000.

On April 4, 2000, the Company amended its Revolving Credit Agreement. Under the
terms of the amendment, the total available borrowing was reduced from
$15,000,000 to $5,000,000, and the termination date of credit facility was
changed from August 31, 2005 to December 31, 2000. The amendment required the
Company to complete the $3,500,000 sale of stock to its principal shareholder,
and to use $1,000,000 of the proceeds from the sale of the common stock to
reduce the Company's outstanding borrowings on its credit facility from
$3,000,000 to $2,000,000. The amendment waived certain covenant violations and
adjusted certain positive and negative covenants to make them more consistent
with the Company's expected future financial performance.

The Company is unable at draw against the facility as of September 30, 2000, as
the Company's leverage and interest coverage ratios exceed the maximums
established by the April 4, 2000 amendment to the Revolving Credit Agreement.
The Company will be able to draw down on the credit facility if its leverage and
interest coverage ratios are under the maximum specified by the amendment,
however the amount of borrowings the Company anticipates becoming available is
not expected to be significant, if any, as the borrowings will continue to be
limited by the leverage and interest coverage ratio covenants. As of September
30, 2000, the Company had outstanding borrowings of $2,000,000 under the
facility.

The Company signed a $1,600,000 mortgage note in January 1996 with Southern
Pacific Thrift & Loan (the "Mortgage Note"). The Mortgage Note is secured by a
Deed of Trust on the Company's six screen theater property on Third Avenue in
Chula Vista. The company ceased operations at this theater effective June 30,
2000, and has elected to stop making debt service payments on the Mortgage Note
effective August 31, 2000. Non-payment of the monthly interest and principal
payment has put the Company in default of the Mortgage Note agreement. Midland
Loan Services, who services this loan, has filed a complaint with the Superior
Court of California asserting its rights under the Mortgage Note agreement, and
is seeking to foreclose on the property. The Company is continuing its efforts
to sell the property.

As of September 30, 2000, the outstanding balance on the mortgage loan is
approximately $1,558,000. The Company is also in arrears on the September debt
service payment of $16,648 and has incurred late fees of approximately $1,000.
As a result of the default, all amounts due under the Mortgage Note have become
immediately due and payable, and as such the unpaid principal balance, interest
and late fees have been reflected as short term liabilities on the Company's
balance sheet. During the fourth quarter of fiscal 2000, the Company recorded
an asset impairment charge of $1,800,000 to write down the carrying value of
this theater to an amount below the mortgage balance. The Company's management
believes the property has a market value equal to or in excess of the
outstanding balance of the mortgage, and therefore does not believe further
impairment write downs are required.

On October 12, 2000 the Company signed a $2,000,0000 loan agreement with SCP
Private Equity Partners, L.P., its primary shareholder (the "SCP Loan"). The
loan is secured by a security interest in the assets of the Company that is
junior to the security interest held by the Company's senior lender, Union Bank
of California. The purpose of the SCP Loan is to provide the Company with
interim working capital financing over the next few months as the Company's
management attempts to implement strategies to improve the Company's financial
performance and address its liquidity concerns. Loans will be made at the
discretion of SCP. The loan bears interest at a rate of 10%, and matures on
January 31, 2001. As of November 20, 2000, the Company has borrowed $350,000
under this facility.

The Company has generated significant net losses in each fiscal year of its
operations, including a net loss of


                                       13
<PAGE>   14

$5,231,252 in the fiscal year ended March 31, 2000 and a net loss of $892,485
and $1,749,079 in the three and six month periods ended September 30, 2000,
respectively. The fiscal year ended March 31, 2000 loss included an asset
impairment charge of $2,000,000; therefore the net loss for the year excluding
the asset impairment charge was $3,231,252. There can be no assurance as to when
or if the Company will achieve profitability.

During the six months ended September 30, 2000, the Company's operating
activities resulted in a net use of cash of $2,151,701, as compared to a net
source of cash of $962,537 for the six months ended September 30, 1999. The
primary cause for the difference in cash used versus generated in the first half
of fiscal 2001 as compared to 2000 was an $2,166,944 reduction in the Company's
payables during the first half of fiscal 2001. Approximately $1,600,000 of the
reduction in payables was related to the payment of construction expenses that
had been accrued as of March 31, 2000. The $1,311,426 increase in the first half
net loss of the Company in 2001 versus 2000 included increases in non-cash
expenses of $421,846 and $75,594 for depreciation and deferred rent expense,
respectively.

During the six months ended September 30, 2000, the Company's investing
activities resulted in a net use of cash of $62,418, as compared to a net use of
cash of $2,946,396 for the six months ended September 30, 1999. The Company made
limited property acquisitions in the first half of 2001 primarily related to the
Mission Grove expansion, where as the Company added $2,946,396 of property in
the first half of 2000, primarily related to the construction of the San
Bernardino 20.

During the six months ended September 30, 2000, the Company's financing
activities resulted in a net use of cash of $58,965, as compared to a net source
of cash of $1,888,385 for the six months ended September 30, 1999. The primary
cause for the difference in cash used versus generated was that the Company only
made routine debt payments in the first half of 2001, as compared to the first
half of 2000 when the Company drew $2,000,000 from its credit facility to fund
its construction projects, which was partially offset by routine debt payments
made by the Company.

As of September 30, 2000, the Company held cash and cash equivalents in the
amount of $373,891. The Company is obligated to pay down the $2,000,000 of
borrowings against its credit facility, which terminates on December 31, 2000.
Management can make no assurances as to the Company's ability to pay down its
credit facility debt, and fund its working capital requirements over the next
twelve months.

On October 12, 2000, the Company's primary shareholder, SCP, signed a $2,000,000
loan agreement in order to provide the Company with interim working capital to
continue operating. Loans under the loan agreement are at the discretion of SCP
and mature on January 31, 2001. Through November 14, 2000, the Company has
borrowed $350,000 under the agreement.

Management plans to improve the Company's liquidity through securing a new debt
facility, either a revolving credit facility or a term loan, from a new senior
lender. The Company's ability to secure a new debt facility will be enhanced if
it is able to complete the sale of the Chula Vista 6 property and pay off the
related mortgage on the property. Management can give no assurances that it will
be able to secure a debt facility on terms favorable to the Company, if at all.
Further management can give no assurances that it will be able to sell the Chula
Vista 6 property.

Management is also in the process of implementing strategies to increase theater
revenues, reduce theater operating expenses, and reduce general and
administrative expenses. To the extent management can increase the Company's
Earnings Before Interest Depreciation and Amortization (EBITDA), the Company
will have an increased capacity for borrowing. Management can give no assurances
that its strategies to increase revenues and reduce expenses will be successful,
or that it will be able to significantly improve the Company's EBITDA.

The Company leases eight theater properties and various equipment under
non-cancelable operating lease agreements that expire between the years 2000 and
2021 and require various minimum annual rentals. Several of the theater leases
provide for renewal options to extend the leases for additional five-to-ten year
periods. Certain theater leases also require the payment of property taxes,
normal maintenance and insurance on the properties and additional rents based on
percentages of gross theater and concession revenues in excess of various
specified revenue levels. Certain of the Company's former officers, directors,
and stockholders personally guarantee certain of the Company's theater operating
leases. The estimated minimum lease payments due under non-cancelable operating
leases for fiscal year 2001 was approximately $5,501,000. At September 30, 2000,
the aggregate future minimum lease payments due under non-cancelable operating
leases was approximately $99,665,000.


                                       14
<PAGE>   15

The Company did not make lease payment on four of its theater facility leases
due October 1, 2000 and did not make lease payments on five of its theater
facility leases due on November 1, 2000. The Company is therefore in default on
these lease agreements. The Company's management is currently in negotiations
with several of its landlords in an attempt to reduce the rent payments related
to their respective properties. The Company's management can give no assurances
that it will be able to renegotiate its facility lease agreements on terms
favorable to the Company, if at all.

As of March 31, 2000, the Company had total net deferred income tax assets of
approximately $7,192,000. A valuation allowance is provided when it is more
likely than not that some portion or all of the deferred tax assets will not be
realized. As a result of the Company's continued losses and uncertainties
surrounding the realization of the net operating loss carryforward and other
deferred tax assets, management has determined that the realization of the
deferred tax assets is not "more likely than not." Accordingly, a 100% valuation
allowance has been recorded against the net deferred income tax assets.

As of March 31, 2000, the Company had net operating loss carryforwards ("NOL's")
of approximately $15,000,000 and $5,000,000 for Federal and California income
tax purposes, respectively. The Federal NOL's are available to offset future
years taxable income, and they expire in 2007 through 2021 if not utilized prior
to that time. The California NOL's are available to offset future years taxable
income, and they expire in 2000 through 2006 if not utilized prior to that time.

Federal and state tax laws restrict the utilization of these NOL's as a result
of the Company's changes in ownership. The Company's initial public offering and
certain other equity transactions have resulted in an "ownership change" as
defined in Section 382 of the Internal Revenue Code of 1986, as amended. As a
result, the Company's use of its net operating loss carryforwards to offset
taxable income in any post-ownership change period will be subject to certain
specified annual limitations.

SEASONALITY

The Company's revenues have been seasonal, coinciding with the timing of major
releases of motion pictures by the major distributors. Generally, the most
marketable motion pictures are released during the summer and the Thanksgiving
through year-end holiday season. The unexpected emergence of a hit film during
other periods can alter this trend. The timing of such releases can have a
significant effect on the Company's results of operations, and the results of
one quarter are not necessarily indicative of results for subsequent quarters.

CURRENCY FLUCTUATIONS

The Company is subject to the risks of fluctuations in the value of the Mexican
Peso relative to the U.S. dollar. These risks are heightened because a majority
of the revenues in Mexico are collected in Mexican Pesos, but the lease for the
theater complex is denominated in U.S. dollars. While the Company does not
believe it has been materially adversely effected by currency fluctuations to
date, there can be no assurance it will not be so affected in the future, and it
has taken no steps to guard against these risks.


                          PART II -- OTHER INFORMATION

ITEM 1 -- LEGAL PROCEEDINGS

On June 17, 1998, The Clark Real Estate Group, Inc. sued the Company in San
Diego Superior Court alleging that the Company breached a 50-year lease relating
to commercial real property located in the Rancho Del Rey Business Center
consisting of approximately 35,000 square feet. The complaint alleges that the
lease was terminated as a result of the Company's failure to perform and seeks
damages of $1.25 million. The landlord has already leased the property to
another tenant, which the Company believes would mitigate all, or a portion of
the damages sought. Landlord's proposed sale is terminated. Parties are
stipulating to general reference in order to permit evaluation by neutral
expert. The Company intends to vigorously defend this action. Management does
not believe the ultimate outcome of this matter will have a material adverse
impact on the Company's financial position or its results of operations.

On March 9, 2000, Russell Seheult, a former director of the Company filed suit
in the Superior Court for the State of


                                       15
<PAGE>   16

California in San Bernardino County. He alleges the Company has breached its
obligation to make weekly payments in the amount of $1,000 pursuant to a
purported consulting agreement between him and the Company. This matter is in
the early stages of discovery, and a trial date has not been set. Management
does not believe the ultimate outcome of this matter will have a material
adverse impact on the Company's financial position or its results of operations.

In addition, from time to time the Company is involved in routine litigation and
proceedings in the ordinary course of its business. The Company is not currently
involved in any other pending litigation matters that the Company believes would
have a material adverse effect on the Company.

ITEM 2 -- CHANGES IN SECURITIES

        None

ITEM 3 -- DEFAULTS IN SENIOR SECURITIES

        The Company is currently in default under two of its debt agreements.
See Notes 1 and 5 and the Company's "Management Discussion and Analysis of
Financial Condition and Results of Operations" above in reference thereto.

ITEM 4 -- SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

        None

ITEM 5 -- OTHER INFORMATION

        Paul W. Hobby resigned from his position as Co-Chief Executive Officer
and member of the Board of Directors, effective October 19, 2000. Mr. Hobby's
one year commitment to the Company had expired and he decided not to extend his
commitment.

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

        (a) EXHIBITS

              10.1      Loan Agreement by and between CinemaStar Luxury
                        Theaters, Inc. and SCP Private Equity Partners, LP,
                        dated as of October, 2000.

              10.2      Security Agreement by and between CinemaStar Luxury
                        Theaters, Inc. and SCP Private Equity Partners, LP,
                        dated as of October, 2000.

              Item 27.  Financial Data Schedule

        (b) REPORTS ON FORM 8-K

                None



SIGNATURES

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

Dated: November 20, 2000

                                         CinemaStar Luxury Theaters, Inc.

                                         by: /s/  Jack R. Crosby
                                            ------------------------------------
                                            Jack R. Crosby
                                            Chairman and Chief Executive Officer
                                            (principal executive officer)

                                         by: /s/ Donald H. Harnois, Jr.
                                            ------------------------------------
                                            Donald H. Harnois, Jr.
                                            Vice President and Chief Financial
                                            Officer
                                            (principal financial officer and
                                            principal accounting officer)






                                       16