<PAGE>

                          SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C.  20549

                                   FORM 10-KSB/A-1


[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934
    For the fiscal year ended: July 1, 1997 
                                          OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES   
    EXCHANGE ACT OF 1934
    For the transition period from __________ to __________

                            COMMISSION FILE NUMBER 0-24788


                          MACHEEZMO MOUSE RESTAURANTS, INC.
                    (Name of small business issuer in its charter)


                Oregon                                93-0929139
     (State or other jurisdiction of               (I.R.S. Employer
    incorporation or organization)                 Identification No.)

   1020 SW Taylor Street, Suite 685, Portland, Oregon          97205
        (Address of principal executive offices)            (Zip Code)

          Registrant's telephone number, including area code:  503-274-0001

    SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:  None
    SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:  Common Stock


Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities 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
    ---      ----

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

State issuer's revenues for its most recent fiscal year: $7,567,000

State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of August 29, 1997:  $1,917,100

State the number of shares of Common Stock outstanding at August 29, 1997:
3,985,630


DOCUMENTS INCORPORATED BY REFERENCE: The Proxy Statement for the 1997 Annual
Meeting of Shareholders is incorporated into Part III of this Form 10-KSB.

TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT:  Yes     No  X
                                                   ---    ---

<PAGE>

PART II, ITEM 5, IS AMENDED IN ITS ENTIRETY TO READ AS FOLLOWS:


ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Prior to the close of business on October 1, 1997, the Company's common stock
was quoted on the Nasdaq National Market System under the symbol "MMRI." The
following table sets forth the high and low sales prices as reported on the
Nasdaq National Market System for the periods indicated in the last two fiscal
years.

   FISCAL 1996                                 LOW             HIGH
   First Quarter                          $  2.88           $  6.13
   Second Quarter                            2.38              3.50
   Third Quarter                             2.25              3.25
   Fourth Quarter                            1.88              4.13

   FISCAL 1997
   First Quarter                          $  2.25           $  3.25
   Second Quarter                            1.13              2.50
   Third Quarter                              .63              1.50
   Fourth Quarter                             .47               .94


There were 316 shareholders of record and approximately 3,300 beneficial
shareholders at September 19, 1997. The Company has not paid cash dividends on
its common stock and presently intends to continue this policy in order to
retain its earnings for the development of the Company's business. 

On October 1, 1997, the Company's Common Stock was deleted from listing on the
Nasdaq National Market System ("Nasdaq NMS") for failure to maintain the minimum
bid price requirement for continued listing of $1.00 per share.

After October 1, 1997, trading, if any, in the Company's Common Stock will be
conducted in the over-the-counter market on an electronic bulletin board
established for securities that do not meet the Nasdaq listing requirements, or
in what are commonly referred to as the "pink sheets." As a result, an investor
will likely find it more difficult to dispose of, or to obtain accurate
quotations as to the price of, the Company's Common Stock than was the case when
the Company's Common Stock was listed on the Nasdaq NMS. In addition, after
October 1, 1997, the Company's Common Stock will be subject to "penny stock"
rules that impose additional sales practice requirements on broker-dealers who
sell such securities. Consequently, the delisting of the Company's Common Stock
from Nasdaq NMS could adversely affect the ability or willingness of
broker-dealers to sell the Company's Common Stock and the ability of purchasers
of the Company's Common Stock to sell their securities in the secondary market.

<PAGE>

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized on the 2nd day of October,
1997.

                              MACHEEZMO MOUSE RESTAURANTS, INC.


                              By /s/ WILLIAM S. WARREN
                                 ---------------------
                              William S. Warren
                              President, Chief Executive Officer,
                              Chairman of the Board of Directors and Secretary




Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
this report has been signed below by the following persons on behalf of the
registrant and in the following capacities on the 2nd day of October, 1997.

   SIGNATURE                  TITLE
   ---------                  -----

   /s/  WILLIAM S. WARREN     President, Chief Executive Officer
   ----------------------     Chairman of the Board of Directors and Secretary
   William S. Warren          (Principal Executive Officer)
                              (Principal Financial and Accounting Officer)

   /s/  DARA DEJBAKHSH        Director
   -------------------
   Dara Dejbakhsh


   /s/  JACK B. SCHWARTZ      Director
   ---------------------
   Jack B. Schwartz