UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

------------------------
FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~January~~February 2110, 2003

Commission File No. 0-11927

Moto Photo, Inc.

(Exact name of registrant as specified in its charter)

Delaware 0-11927 31-1080650

~~------------------------------- ---------------------------------~~ (State or other jurisdiction (Commission (IRS Employer Identification No.)

~~(State~~ of orIncorporation) File ~~other jurisdiction (IRS Employer Identification~~ No.)

of Incorporation)

4444 Lake Center Dr., Dayton, Ohio 45426

(Address of principal executive offices)

Registrant's telephone number, including area code: (937) 854-6686

Item 52. ~~Other~~ Acquisition ~~Events~~or ~~and~~Disposition ~~Regulation~~of ~~FD Disclosure~~Assets.

On ~~November~~February 2510, ~~2002~~2003, Moto Photo, Inc. (the "Company") ~~reported~~sold onsubstantially ~~Form~~all ~~8-K that the Company had filed a voluntary petition under Chapter 11~~ of ~~the~~its ~~United~~assets ~~States~~to ~~Bankruptcy~~MOTO ~~Code~~Franchise ~~(the~~Corporation ("~~Bankruptcy Code~~MFC") ~~with the U.S. Bankruptcy Court~~ for ~~the Southern District of Ohio~~$2,796,258 ~~Western~~less ~~Division~~decreases in ~~Dayton,~~receivables ~~Ohio~~and ~~("Bankruptcy~~inventory ~~Court"). The~~from ~~case~~June ~~filed~~30, by2002 to the ~~Company~~closing. isThese Indecreases retotaled ~~Moto Photo~~$1, ~~Inc.~~336, ~~Debtor, Case No~~373. ~~02-38935.~~ The ~~Company~~purchaser ~~also~~assumed ~~reported that~~$1,026,497 onin ~~the~~liabilities ~~same~~and ~~day,~~paid the ~~Company~~balance ~~had~~in ~~also~~cash ~~entered~~plus ~~into~~$22,225 anin ~~Asset~~pro-rations ~~Purchase~~and ~~Agreement~~miscellaneous toitems. In ~~sell~~addition, ~~substantially all of~~ the Company's ~~assets~~could toearn ~~MOTO~~up ~~Franchise Corporation. The proposed sale was~~ to be$300,000 ~~consummated~~over ~~under~~ the ~~provisions~~next ofthree ~~Section~~years ~~363~~if ofsales ~~the~~in ~~Bankruptcy~~franchised ~~Code~~stores ~~and~~increase ~~was~~by ~~subject~~5% toper ~~Bankruptcy Court approval and to higher and better offers~~year.

OnThe ~~January~~purchase ~~21,~~price ~~2003,~~was ~~the~~determined ~~Bankruptcy~~by ~~Court~~negotiation ~~approved~~between the Company and MFC. The sale oftook ~~substantially~~place ~~all~~pursuant ofto ~~the~~an ~~Company's~~asset ~~assets~~purchase toagreement ~~MOTO~~signed ~~Franchise~~by ~~Corporation~~the ~~for~~parties $2on November 25,~~661,258~~ ~~plus~~2002 orand ~~minus~~was ~~certain~~consummated ~~adjustments~~under the provisions of Section 363 of the U.S. Bankruptcy Code (the "Bankruptcy Code"). The Company ~~anticipates~~has ~~that~~been ~~the~~operating ~~closing~~its onbusiness ~~the~~as ~~sale~~Debtor-in-Possession following its November 25, 2002, filing of ~~assets~~a ~~will~~voluntary ~~take~~petition ~~place~~under ~~within~~Chapter 11 of the ~~next~~Bankruptcy ~~two~~Code ~~weeks~~with the U. ~~Upon~~S. ~~completion~~Bankruptcy ofCourt for the ~~sale~~Southern District of Ohio, ~~the~~Western ~~franchise~~Division ~~and~~in ~~related~~Dayton, ~~activities~~Ohio ~~will~~("Bankruptcy beCourt"). The ~~conducted~~case filed by ~~MOTO~~the ~~Franchise~~Company ~~Corporation~~is In re Moto Photo, Inc., Debtor, Case No. 02-38935. ~~The~~On ~~Company~~January ~~plans~~21, to2003, ~~discontinue~~the ~~operation~~Bankruptcy ofCourt ~~its~~approved ~~own~~the ~~stores~~sale byof substantially all of the ~~closing~~Company's ~~date~~assets orto ~~shortly~~MOTO ~~thereafter.~~Franchise Corporation pursuant to Section 363 of the Bankruptcy Code.

The ~~Company~~assets issold ~~preparing~~include ~~its~~franchise ~~plan~~and offranchise ~~reorganization~~related ~~and~~agreements, ~~expects~~certain toarea ~~file~~developer itagreements, ~~within~~certain supply agreements, inventory, equipment, accounts and notes receivable, and the ~~next~~Company's ~~two~~intellectual ~~months~~property.

MFC is owned by Harry Loyle and principals of five entities that formerly served as Area Developers for the Company. Mr. Loyle is the President and CEO of MFC. He owns 717,016 shares (approximately 8.7%) of the outstanding voting common stock of the Company and was a director of the Company between July 1993 and July 2002.

Mr. Loyle is also a shareholder, director, and officer of three MotoPhoto® franchisees and was formerly a shareholder in two other franchisees. He divested his interests in one of these franchisees in March 2002 and the other in January 2003. Each franchisee owns and operates one store under a standard franchise agreement, which provides for a royalty fee of 6% of net retail sales and an advertising fee of 0.5% of net retail sales. During 2002, total revenues derived by the Company from the five stores were approximately $329,400 which constituted approximately 1.5% of the Company's total revenues.

In addition, Mr. Loyle is owner and President of ProMoto Management Corporation ("ProMoto"), which acts as an area developer in New Jersey, Pennsylvania, and New York, for the Company pursuant to an area representative agreement, and performs certain services for franchisees in those states on behalf of the Company. During 2002, the Company paid ProMoto fees of approximately $309,864.

Upon completion of the sale, MFC has begun to conduct the franchise and related activities formerly conducted by the Company. The Company continues to operate one store, which is under a contract for sale, pending approval of the Bankruptcy Court. The Company is preparing its plan of reorganization and expects to file it within the next two months. It is anticipated that the Company's stock will cease trading on the confirmation of the plan of reorganization.

Item 7. Financial Statements and Exhibits

The following exhibit is filed as part of this Report:

10.1 Asset Purchase Agreement dated as of November 25, 2002 between Moto

Photo, Inc. and MOTO Franchise Corporation

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MOTO PHOTO, INC.

Date: ~~January~~ February 2312, 2003 By: /s/ ~~Alfred~~Lawrence EP. ~~Lefeld~~Destro

~~------------------------------------~~Name: Lawrence P. Destro

~~Name~~Title: ~~Alfred~~Chief E.Executive ~~Lefeld~~Officer

Title: Chief Financial Officer

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