SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB/A


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

                  For the quarterly period ended March 31, 1999

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

           For the transition period from         to                 

                        Commission file number 001-13559


                      Restaurant Teams International, Inc.
                      ------------------------------------
                 (Name of small business issuer in its charter)

             Texas                                   75-2337102
 (State of other jurisdiction of          (I.R.S. Employer Identification No.)
  incorporation or organization

                      1705 E. Whaley, Longview, Texas         75605
               (Address of principal executive offices)     (Zip Code)

                    Issuer's telephone number (903) 758-2811


Check  whether the issuer (1) 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[ ]


Number of shares outstanding of each of the issuer's classes of common stock, as
of May 18, 1999: 7,936,966 shares of common stock, par value $.01.



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<CAPTION>


                      RESTAURANT TEAMS INTERNATIONAL, INC.


                                                                                         Page  No.
<S>                                                                             <C>        <C>

PART I      FINANCIAL INFORMATION........................................................   2

Item 1.     Financial Statements.........................................................   2
            --------------------

            Condensed Balance Sheet for the Three Month Period
            Ended March 31, 1999.........................................................   2

            Condensed Income Statement For the Three Month Periods
            Ended March 31, 1998 and March 31, 1999......................................   4

            Condensed Statement of Cash Flows for the Three Month
            Periods Ended March 31, 1998 and March 31, 1999..............................   5

            Notes to Interim Condensed Financial Statements (Unaudited)..................   6

Item 2.     Management's Discussion and Analysis  of
            Financial Condition and Results of Operations................................   8
            ---------------------------------------------


PART II     OTHER INFORMATION............................................................  14

Item 6.     Exhibits and Reports on Form 8-K.............................................  14
            --------------------------------

Signatures  .............................................................................  15
                         

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<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1: FINANCIAL STATEMENTS

                      Restaurant Teams International, Inc.
                             Condensed Balance Sheet
                        For the Three Month Period Ending
                                 March 31, 1999

                                                      December 31,   March 31, 
                                                         1998         1999
                                                       ---------    ---------- 
                                                                    (Unaudited)
        ASSETS

         Current Assets
Cash                                                    1,606,245       350,947
Inventory                                                  43,035        34,551
                                                        ---------    ---------- 
         Total Current Assets                           1,649,280       385,498

         PROPERTY AND EQUIPMENT (Pledged)

Buildings                                               4,084,554     4,161,224
Land                                                      135,000       135,000
Leasehold Improvements                                     30,113        30,113
Vehicles and Equipment                                    938,636       980,443
                                                       ----------    ----------
         Total Property and Equipment                   5,198,303     5,306,780
Accumulated Depreciation                                 (350,505)     (381,192)
                                                       ----------    ----------
         Property and Equipment - Net                   4,847,798     4,925,588

         OTHER ASSETS

Assets held for sale Net of Accumulated Depreciation    1,073,240     1,073,240
Note Receivable - Related Party                         1,087,243       925,243
Deferred Income Tax                                       223,155       223,155
Debenture Issuance Costs                                  194,798       194,798
Fatburger Acquisitions Deposit                                  0     1,125,000
Other Assets                                               95,971       145,183
                                                       ----------    ----------
         Total Other Assets                             2,674,407     3,686,619

         TOTAL ASSETS                                   9,171,485     8,997,705





                                       2
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<TABLE>

<CAPTION>

                      Restaurant Teams International, Inc.
                             Condensed Balance Sheet
                        for the Three Month Period Ending
                                 March 31, 1998
(Continued)

                                                                  December 31,   March 31, 
                                                                     1998         1999        
         LIABILITIES AND SHARESHOLDERS EQUITY                                   (unaudited)
<S>                                                               <C>           <C>



         CURRENT LIABILITIES

Accrued Expenses                                                     317,021       211,610
Accounts Payable                                                      89,835        64,424
Income Taxes Payable                                                  10,000        10,000
Current Portion of Notes Payable - Long Terms                        121,862       121,862
                                                                  ----------    ----------
         Total Current Liabilities                                   538,718       407,896

         OTHER LIABILITIES

Notes Payable - Long Term, Net of Current Portion                  2,043,961     2,040,779
Deferred Income Taxes                                                269,945       269,945
Deferred Lease Liability                                              63,141        63,141
Deferred Gain on Sale of Assets                                      193,502             0
Convertable Debenture                                              2,102,698     2,102,698
                                                                  ----------    ----------
         Total Other Liabilities                                   5,211,965     4,476,563

         SHAREHOLDERS EQUITY

Common Stock, $.01 par value, 50,000,000 Shares                       68,334        79,370
Authorized: 6,833,328 shares issued and outstanding in December
         and 7,936,966 shars issued and outstanding in March
Additional Paid in Capital                                         5,718,252     5,707,216
Retained Earnings                                                 (1,065,916)      153,726
Retained Earnings - (Prior)                                                0    (1,065,916)
Less  Treasury Stock, 280,440 shares at Cost                        (761,150)     (761,150)
                                                                  ----------    ----------
         Total Shareholders Equity                                 3,959,520     4,113,246

         TOTAL LIABILITIES AND SHAREHOLDERS EQUITY                 9,171,485     8,997,705



</TABLE>

                                        3

<PAGE>

<TABLE>
   
                      Restaurant Teams International, Inc.
                           Condensed Income Statement
                       For the Three Month Periods Ending
                        March 31, 1998 and March 31, 1999

                                                   March 31, 1998    March 31, 1999
                                                    (unaudited)       (unaudited)
<S>                                                <C>                <C>
       
Sales                                              $   798,219        $ 1,264,726   
                                                                                    
         EXPENSES                                                                   
Cost of Sales                                          205,156            334,565   
Salaries and Contract Labor                            228,022            389,434   
Payroll and other Taxes                                 39,882             60,556   
Professional Fees                                        8,428             47,852   
Advertising and Promotional                             15,285              7,356   
Rent                                                    50,579             86,067                            
Insurance                                               17,121             33,016   
Telephone                                                5,309              6,441   
Travel                                                   3,231              3,523   
Utilities                                               23,592             19,726   
Depreciation                                            36,150             36,000   
Amortization                                            14,850                  0   
Interest                                                33,846             61,156   
Linen and Laundry                                       11,575              2,937   
Repairs and Maintenance                                 20,129             15,693   
Supplies                                                 9,307             11,355   
Miscellaneous                                                0                537   
                                                   -----------        -----------   
         Total Expenses                                722,462          1,116,214   
                                                                                    
         OPERATING INCOME (LOSS)                        75,757            148,512   
                                                                                    
         OTHER INCOME (EXPENSE)                                                     
Profit / (Loss) on Sale of Assets                      111,593            193,502   
Rental Income                                           28,086                  0   
Acquisition Cost (Old San Francisco Steak House)             0           (188,288)  
                                                   -----------        -----------   
         Total Other Income (Expense)                  139,679              5,214   
                                                                                    
         NET INCOME                                    215,436            153,726   
                                                                                    
Basic and Diluted Earnings Per  Share                      .03                 02   
                                                                   
</TABLE>

                              
                                             
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<TABLE>

<CAPTION>
                                                              
                      Restaurant Teams International, Inc.
                        Condensed Statement of Cash Flows
                       For the Three Month Periods Ending
                        March 31, 1998 and March 31, 1999


                                                          March 31, 1998      March 31, 1999
                                                          (unaudited)         (unaudited)
<S>                                                     <C>                    <C>


Cash Flows from Operating Activities:
         Net Income (Loss)                              $   215,436            $   153,726    
                                                                                              
Adjustments to Reconcile net Income to Net Cash                                               
  Provided by Operating Activities:                                                           
         Depreciation                                        36,150                 36,000    
         Amortization                                        14,850                      0    
                                                                                              
         Net Change in Assets and Liabilities:                                                
         Decrease / (Increase) in Inventory                     103                 (8,083)   
         Decrease / (Increase) in Prepaid Expense                 0                (67.500)   
         Decrease / (Increase) in Fatburger Deposit               0             (1,125,000)   
         (Decrease) / Increase in Accounts Payable          (57,471)               (25,411)   
         (Decrease) / Increase in Accrued Expenses          (25,970)               (76,009)   
                                                        -----------            -----------    
         Total Adjustments                                  (32,338)            (1,266,003)   
                                                        -----------            -----------    
      Net Cash Provided by Operating Activities             183,098             (1,112,277)   
                                                                                              
Cash Flows from Investing Activities:                                                         
         Capital Expenditures                              (919,039)              (108,337)   
         (Increase) / Decrease in Notes Receivable           18,538                162,000    
         Net Proceeds from Sale of Assets                   467,580               (193,502)   
                                                        -----------            -----------    
        Net Cash Used in Investing Activities               445,021               (139,839)   
                                                                                              
Cash Flows from Financing Activities:                                                         
         Sale of Common Stock                               297,555                      0    
         Borrowing on Notes Payable                         633,158                      0    
         Principal Payment on Notes Payable                (500,000)                (3,182)   
                                                        -----------            -----------    
       Net Cash Provided by Financing Activities            430,713                 (3,182)   
                                                                                              
NET INCREASE / (DECREASE) IN CASH                           180,790             (1,255,298)   
CASH AT BEGINNING OF PERIOD                                  20,373              1,606,245    
                                                        -----------            -----------    
CASH AT END OF PERIOD                                       201,163                350,947    
                                                                                              
                                                                                                
</TABLE>


<PAGE>



                      Restaurant Teams International, Inc.
                 Notes To Interim Condensed Financial Statements
                        For the Three Month Period Ending
                                 March 31, 1999
                                   (Unaudited)

Note 1.    Basis of Presentation

           The condensed financial statements of Restaurant Teams International,
           Inc.  (the  "Company")  as of March 31,  1997 and March 31, 1998 have
           been prepared by the Company,  pursuant to the rules and  regulations
           of the Securities and Exchange Commission.  The Company owns four and
           operates two restaurants under the names of Street Talk Cafe.

           The information furnished herein reflects all adjustments (consisting
           of normal  recurring  accruals  and  adjustments)  which are,  in the
           opinion  of  management,  necessary  to fairly  state  the  operating
           results for the respective periods.  However, these operating results
           are not necessarily  indicative of the results  expected for the full
           fiscal year. Certain  information and footnote  disclosures  normally
           included in annual financial  statements  prepared in accordance with
           generally accepted  accounting  principals have been omitted pursuant
           to such rules and regulations.  The notes to the condensed  financial
           statements  should  be read in  conjunction  with  the  notes  to the
           financial  statements  contained in the Annual Report filed on May 1,
           1997 on  Form  10-KSB  and  the  notes  to the  financial  statements
           contained in the Form  10-KSB/A-1  filed on August 14, 1998.  Company
           management  believes that the  disclosures are sufficient for interim
           financial reporting purposes.

Note 2.    Sale of Restaurant Facility

           On August 1, 1998, the Company sold its facility in Texarkana,  Texas
           to a related party. Due to the fact that no payments were made on the
           property  until  1999  the  gain on the  sale of  this  property  was
           deferred in 1998 and realized  during the first quarter of 1999.  The
           company  realized  a gain of  $193,502  on the sale of this  facility
           which was previously classified as assets held for sale.

Note 3.    Subsequent Events


           PENDING ACQUISITION

           On March 12, 1999 the Company entered  into  definitive  documents to
           acquire the Fatburger  hamburger  chain.  The Company is to close the
           acquisition in  May  1999.  Fatburger,  founded  in  1952,  currently
           operates 13 company owned Fatburger  restaurants  in the Los Angeles,
           California  market  and   franchisees   22  restaurants  in  Southern
           California and Las Vegas,  Nevada under the  Fatburger  brand.  Three
           additional franchised  restaurants  are under  construction  with two
           units expected  to open in June  1999 and the third to open in August
           1999.  Currently,  there are commitments  and deposits for another 24
           franchised units.


                                       6

<PAGE>

Item 2:    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
           FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

         This  Quarterly   Report  on  Form  10-QSB   includes   forward-looking
statements  within the meaning of Section 27A of The  Securities Act of 1933, as
amended (the Securities Act), and Section 21E of the Securities  Exchange Act of
1934,  as amended (the  Exchange  Act),  which can be  identified  by the use of
forward-looking  terminology such as may, believe,  expect, intend,  anticipate,
estimate or  continue or the  negative  thereof or other  variations  thereon or
comparable terminology.  All statements other than statements of historical fact
included in this Form  10-KSB,  are  forward-looking  statements.  Although  the
Company  believes  that  the  expectations  reflected  in  such  forward-looking
statements  are  reasonable,  it can give no  assurance  that  such  statements,
including  certain risks and  uncertainties  that could cause actual  results to
differ materially from the Company's  expectations  (Cautionary  Statements) are
disclosed in this Form 10-KSB. Important factors that could cause actual results
to  differ  materially  from  those  in the  forward-looking  statements  herein
include,  but are not  limited  to,  the  newness of the  Company,  the need for
additional  capital and additional  financing,  the Company's limited restaurant
base, lack of geographic diversification, the risks associated with expansion, a
lack  of   marketing   experience   and   activities,   risks  of   franchising,
seasonability,  the  choice  of site  locations,  development  and  construction
delays, need for additional personnel, increases in operating and food costs and
availability  of  supplies,   significant   industry   competition,   government
regulation,  insurance  claims and the ability of the Company to meet its stated
business  goals.  All  subsequent  written and oral  forward-looking  statements
attributable  to the  Company  or persons  acting on its  behalf  are  expressly
qualified in their entirety by the Cautionary Statements.

         The following  discussion  of the results of  operations  and financial
condition should be the Financial  Statements and related Notes thereto included
herein.

Overview

The Company was  organized in June 1990 as Bosko's,  Inc.  under the laws of the
State of  Delaware.  In November  1992 the  Company  changed its name to Fresh'n
Lite,  Inc.,  and in November 1995 the Company  merged into a Texas  corporation
also  bearing the name  Fresh'n  Lite,  Inc. On  September  15, 1998 the Company
changed its name to  Restaurant  Teams  International,  Inc. to more  accurately
reflect the  direction  management  is taking with  respect to  positioning  the
Company as a  multi-concept  holding  company.  The Company  currently  owns and
operates two Street Talk Cafe restaurants in Richardson, and The Colony, Texas.

Results of Operations

           Comparison of Three Months Ended March 31, 1998 and 1999.

           Revenues.  For the three months ended March 31, 1999, the Company has
generated revenues of $1,264,726 compared to revenues in the same period of 1998
of $798,219,  a 58% gain, a profit of $153,726  compared to a profit of $215,436
in the first quarter of 1998.

          Costs and  Expenses.  Costs and  expenses  for the three month  period
ended March 31, 1999 increased by $393,752, or 54% to $1,116,214 as compared to
$722,462 for the  corresponding  period of 1998.

                                       7
<PAGE>

           Net Income.  The Company had a net income for  the  three  months end
March  31,  1999 of  $153,726  compared  to a net  income  of  $215,436  for the
corresponding  three  months  of 1998,  representing  $.02  and $.03 per  share,
respectively.  Earnings per share figures are based on basic  earnings per share
as well as diluted earnings per share.

Liquidity and Capital Resources

         Historically,  the Company has required  capital to fund the operations
and capital expenditure requirements of its Company-owned restaurants.

         From January 4, 1995 through  December 12, 1997,  the Company  received
gross proceeds from an intrastate offering of $2,219,500. Approximately $287,600
of the proceeds was used to cover offering-related costs, including underwriting
discounts  and  commissions.  The  net  proceeds  were  used  primarily  for the
acquisition of the Company's corporate offices. The remaining proceeds were used
to develop additional restaurants and for general corporate purposes.

         The Company met fiscal 1997 capital requirements with cash generated by
operations,  the proceeds from the  intra-state  offering and borrowing on notes
payable.  In  fiscal  1997  the  Company's  operations  generated  approximately
$644,352 in cash,  as compared to $551,804 in fiscal 1996 and $461,811 in fiscal
1995. The Company's  restaurant  operations are labor  intensive and do not have
significant  receivables or inventory.  The Company  receives trade credit based
upon negotiated  terms in purchasing  food and supplies and ordinarily  operates
with a relatively small level of working capital.

         The  Company's  principal  capital  requirements  are  the  funding  of
acquisitions. During fiscal 1997, the Company constructed and opened one unit in
the Colony,  Texas,  and began  construction  of  a  second  unit in Richardson,
Texas,  and a third  facility in Addison,  Texas,  and  purchased  its corporate
offices facility. The total capital outlay for the year was .

         The Company is currently  operating  out of cash flow from  operations.
The Company completed two private placements of A Debentures and B Debentures on
May 29, 1998 and June 29,  1998,  respectively,  providing  net  proceeds to the
Company of  $2,670,000.  The proceeds were used to fund the Company's  expansion
strategy of opening additional Street Talk Cafe restaurants in the Dallas market
area. The Company is currently  seeking a recision of said debentures  through a
lawsuit  filed  in  Federal  court  on  November  9,  1998.  See  Item 3 - Legal
Proceedings.

Explanation of Debentures

         On May 29,  1998,  the Company  entered  into an agreement to issue two
tranches of  convertible  debentures to accredited  investors  with a total face
amount of  $3,000,000.  The Company  received net proceeds of  $2,670,000  after
paying  certain costs of the  purchasers.  The  debentures  bear interest at 6%,
mature on May 29, 2000, and are  convertible  into shares of common stock of the
Company. Conversion is at the option of the holders, and the number of shares of
common stock to be received upon  conversion is based upon the lesser of (a) the
closing bid price on the day immediately preceding the agreement ($4.00), or (b)
the average closing bid price for the Company's  stock for the  five-trading-day
period  immediately  preceding the date of conversion,  multiplied by a discount
ranging from 17.5% to 25%, which is considered a beneficial  conversion  feature
(BCF). In accordance with generally accepted accounting principles,  the Company
valued  the BCF by  multiplying  the  difference  between  the fair value of the
Company's  stock  as of the  transaction  date  and the  conversion  price  most
beneficial  to the  investor,  by the  number  of  shares  to be  received  upon
conversion by the investor under the most beneficial  terms.  This resulted in a
decrease in the carrying value of the Convertible Debentures and a corresponding
increase in stockholder's  equity of $1,000,000.  The related discount  recorded
upon the  issuance of the  Convertible  Debenture  was  accreted  into  interest
expense over a sixty-one  day period,  beginning on the issuance date and ending
on the first date at which the most beneficial  conversion to the investor could
be realized.  This resulted in additional  interest  expense of $1,000,000 and a
corresponding  increase in the carrying value of the  Convertible  Debentures of
$1,000,000 in 1998. The Company has the option of paying  accrued  interest upon
conversion  and at maturity in cash or through the  issuance of an equal  dollar
value  of  additional  shares.  If the  entire  principal  amount  has not  been
converted  by the maturity  date,  the Company  will  automatically  convert the
remaining  principal  using the same conversion  formula  described  above.  The
Company has the right to redeem the  debentures for the cash value of the shares
that would be received upon conversion as of the redemption date,  multiplied by
the  closing  bid  price on the  last  trading  day  immediately  preceding  the
redemption date.

                                       8
<PAGE>

          If an event of  default,  as defined  by the  agreement,  occurs,  the
holder may consider the Convertible Debentures to be immediately due and payable
in cash, at an amount equal to the number of shares  issuable  upon  conversion,
including  related  discounts as described above,  multiplied by the closing bid
price of the day  immediately  preceding  the  notice  of  default.  An event of
default could result in the Company  paying  amounts to the holders in excess of
the amounts recorded on the balance sheet.

          In  connection  with the  issuance  of these  debentures,  the Company
issued to the investors and the  placement  agent  warrants to purchase up to an
aggregate of 150,000 and 50,000  shares,  respectively,  of the Company's  stock
with an exercise  price  equal to 110% of the average  closing bid price for the
five trading days  immediately  preceding  the  agreement  date or $4.40.  These
warrants have a five-year life. The warrants were valued on the date of issuance
at $2.00 per warrant which  resulted in a decrease in the carrying  value of the
Convertible  Debentures and a corresponding  increase in stockholder's equity of
$400,000.  The resulting  discount upon the issuance of  Convertible  Debentures
will be accreted into interest expense over the life of the debentures, adjusted
for conversions to common stock.

          During the year,  the  investors  made two  conversions  of  principal
totaling $675,000,  plus accrued interest.  The Company issued 408,388 shares of
common stock in connection with the conversions.  No additional conversions have
been made.

Plan of Operations

PENDING ACQUISITION

         On March 12, 1999 the Company  entered  into  definitive  documents  to
acquire the Fatburger  hamburger  chain. The Company is to close the acquisition
in May 1999.  Fatburger,  founded in 1952,  currently  operates 13 company owned
Fatburger  restaurants in the Los Angeles,  California market and franchisees 22
restaurants  in Southern  California  and Las Vegas,  Nevada under the Fatburger
brand. Three additional  franchised  restaurants are under construction with two
units  expected  to open in June  1999  and the  third to open in  August  1999.
Currently, there are commitments and deposits for another 24 franchised units.

History

         The  Fatburger  brand,  which first  appeared in 1952,  is a well-known
trademark  that has come to represent the classic Los Angeles  hamburger  stand.
The original  restaurant on Western Avenue and the well-known La Cienga unit are
still  operating.  Many LA  hamburger  fans have had a Fatburger  experience  to
relate,  and for many out-of-town  visitors,  a stop at Fatburger is a necessary
part of their itinerary. In becoming synonymous with the LA lifestyle, Fatburger
has become a frequent dining spot for athletes and celebrities as well.

          Today the chain is experiencing  resurgence  with same-store  sales at
Company owned units up 20% during the last year and franchise division  sales up
30% for the year.

                                       9
<PAGE>

Concept & Strategy

         Fatburger is in the quick service,  cooked to order hamburger business.
Critical to the overall taste and quality of the finished product is Fatburger's
absolute  commitment  to a "cook to order"  method that ensures  every burger is
served hot off the grill  Fatburger  operates in two distinct  industry  niches:
themed  restaurants  and  hamburger.  Fatburger  offers  an  experience  between
traditional fast feeders and casual dining concepts.

         While 45% of sales come from the varied forms of Fatburger  hamburgers,
the core items are  supported by other menu items that are  consistent  with the
taste and quality standards of the concept.  French fries and hand-breaded onion
rings make up 18% of sales;  beverages,  including hand scooped,  real ice cream
milkshakes and fresh lemonade are 17%.  Additional  items include fresh all beef
hot dogs,  marinated  chicken breast sandwich and ground turkey  burgers.  Guest
check averages for Fatburger are $6.25.

         Over the past 47 years,  this "high quality" quick service niche of the
hamburger  segment has made  Fatburger  one of the favorite  restaurants  in LA.
Fatburger's unique blend of entertainment,  value and product quality delineates
the concept from other  operators in the  hamburger  segment and provides a more
memorable dining  experience than other operators in the segment.  Fatburger was
voted best hamburger in Las Vegas and has won that  distinction in several polls
taken in the LA area.


Ambiance/Design

         The ambiance of the  restaurant  helps  Fatburger  achieve its motto as
"The Last Great  Hamburger  Stand."  The  design,  decor and  atmosphere  of the
restaurants  include  distinctive  rhythm and blues  jukebox and a high  quality
sound system that contribute to an upbeat, but sophisticated environment,  tying
Fatburger back to the community juke joints and great burger joints of the past.

Restaurant Operations

         Fatburger  requires its hourly team members to  participate in a formal
training program carried out at the individual restaurants,  with the on-the-job
training  program varying from three days to two weeks.  Managers are trained at
one of the Company's specified training restaurants by that restaurant's general
manager and then  certified  upon  completion of an eight to twelve week program
that encompasses all aspects of quality control and customer relations. Managers
at restaurants prepare daily reports of cash, deposits,  sales,  operating costs
and profits. In addition, they submit weekly payroll reports and profit and loss
statements  and perform  weekly  inventories  of all food,  beverage  and supply
items.  Monthly profit and loss statements are provided to field  management for
analysis and comparison to Company budgets. Fatburger's objective is to maintain
quality and  consistency in its restaurants  through the careful  supervision of
personnel  and the  establishment  of  standards  relating to food  handling and
preparation,  facility maintenance, and employee conduct. Fatburger maintains an
electronic POS system that links each store to a centralized system.  Individual
restaurants are polled daily for sales, cash control and operational data.

                                       10

<PAGE>

         A  typical  Fatburger  operates  with a staff  of  12-26,  including  a
restaurant  manager,  four shift  leaders,  and 7-21  hourly  employees  who are
predominately  full time.  Training  is ongoing  and a great deal of emphasis is
placed on team-oriented behavior and interaction with guests. All new management
personnel go through a five to eight week training  program  conducted at one of
two designated training stores.

         Restaurants are open from 10:30 to midnight most days of the week, with
later hours on weekends.  Hours are set by management based on local conditions.
In some circumstances, Fatburger restaurants are open for 24-hour service.

         Fatburger  restaurants  range in size from 950-2000  square feet.  This
small format and flexibility  permits a broader range of site selection  options
and helps  reduce  the cost of  opening  new  units.  Fatburger  has  opened six
restaurants  in the last 48 months.  For the four in-line or end cap units,  the
total cost to open a new unit  averaged  approximately  $385,000,  including all
leasehold  improvements,  equipment,  and  beginning  inventory  as  well as all
expenses for design, site selection, lease negotiation, construction supervision
and permitting.

         For the two newly constructed, freestanding units with drive-thrus, the
average cost was approximately  $675,000.  Management expects future restaurants
will  cost  approximately  $450,000  to  open  based  on  design  modifications,
management experience, and emphasis on smaller units and buying economies.

Franchising

         Under  the  franchise-licensing  program  that has been in place  since
September  1995,   Fatburger  offers  single  unit  and  multi-unit   franchises
throughout the United States.  Under a single unit agreement,  a franchisee must
pay a deposit of $30,000 that is applied towards their franchise fee.

         Multi-unit  franchise agreements and development awards are the primary
form of franchise  awards and are used  exclusively  when  entering new markets.
They must pay a $10,000 deposit for each  restaurant  they plan to develop.  The
balance  of the  franchise  fee  must be paid  upon  lease  execution  for  each
location.

         Development  agreements  conferring  exclusive  territory  rights for a
specified  period of time require a $10,000  non-refundable  development fee for
each unit, as well as the $30,000  franchise  fee per unit. If the  pre-approved
development schedule is not adhered to the exclusive rights may be forfeited.

         Ongoing royalty fees are 5% of gross  sales.  The  initial  term of the
agreements  is 15 years with 2  successive 10-year renewal options. Royalty fees
are paid semi-monthly.

         The  Company  provides  initial  training  and  ongoing  field  support
services to its franchisees in an effort to help maximize business and financial
management,  maintain  quality control and customer service  excellence,  and to
promote an active partnership between the Company and franchisees.

         The Company  administers a marketing fund for the purposes of promoting
and building  brand  identity,  advertising  and promotion,  building  community
relations,  and supporting the growth and development of the Fatburger system as
a whole.

  
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<PAGE>

Terminated Acquisition

         In October 1998 the Registrant  signed an asset  Purchase  Agreement to
acquire  all of the  properties  and  assets  comprising  the Old San  Francisco
Restaurant chain ("OSF").  The OSF acquisition was for all cash at closing,  and
Registrant  was  unable  to obtain  financing  for the  purchase  price on terms
acceptable  to it.  Registrant  therefore  declined to pursue its  agreement  to
purchase OSF, and the agreement was  terminated  without  penalty on February 1,
1999.  Registrant  instead  concentrated its efforts on pursuit of the Fatburger
transaction.

Employees

           The Company expects to hire three full time management  personnel and
thirty  part time  hourly  personnel  with the  opening  of each new  restaurant
operation.  The cost of these  personnel  should be 25% of the annual  operating
revenue  to be  generated  by each  operation.  The  initial  cost of hiring and
training of all personnel is covered in the store start up costs.

Year 2000 Compliance

           The Company uses current versions of widely used,  publicly available
software  for its  accounting,  data  processing,  and  point  of sale  computer
requirements.  The providers of the software utilized by the Company have stated
that there will be no failures  in the  programs  used by the Company  resulting
from the year 2000.  The Company does not utilize any customized  software.  The
Company has not yet  determined  the impact,  if any,  that year 2000 issued may
have  on  its  vendors.   However,  the  Company  believes  there  are  adequate
alternative  vendors  that can supply  products  and  services to the Company if
necessary.  Finally,  the  Company's  business  is  not  highly  dependent  upon
electronic data processing. In conclusion, the Company does not believe it is at
a material risk from year 2000 issues.









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<PAGE>


                           PART II - OTHER INFORMATION

Item 6.    EXHIBITS AND REPORTS ON FORM 8-K

           (a)    Hereafter  set forth in the Form  10-QSB of  Restaurant  Teams
                  International,  Inc. and  incorporated by reference herein are
                  the following exhibits:

                  No.               Description of Exhibit
                  ---               ----------------------

                  27                Financial Data Schedule


           (b) Current Reports on Form 8-K:

                  None.













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<PAGE>




                                   SIGNATURES

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

                                           Restaurant Teams International, Inc.
                                           (Registrant)


                                               /s/  Stanley L. Swanson
Date:    May 20, 1999          By:   -------------------------------------------
                                     Stanley L. Swanson, Chief Executive Officer
                                              (Duly Authorized Signatory)




                                               /s/  Curtis A. Swanson
Date:    May 20, 1999          By:   -------------------------------------------
                                      Curtis A. Swanson, Chief Financial Officer
                                              And Executive Vice President
                                              (Duly Authorized Signatory)










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