BOSTON RESTAURANT ASSOCIATES INC
8-K, 1998-06-12
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                       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) June 12, 1998
                                                          -------------

                       Boston Restaurant Associates, Inc.
              ----------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

         Delaware                   333-43999                  61-1162263
- --------------------------------------------------------------------------------
(State or other jurisdiction       (Commission                (IRS Employer
 of incorporation)                 File Number)           Identification Number)


                    999 Broadway, Suite 400, Saugus, MA    01906
- --------------------------------------------------------------------------------
              (Address of principal executive offices)   (Zip Code)

       Registrant's telephone number, including area code (781) 231-7575
                                                           -------------

- --------------------------------------------------------------------------------
         (Former name or former address, if changed since last report)



<PAGE>



Item 5. Other Events.
        -------------

         In order to evidence compliance with the Nasdaq Stock Market, Inc.'s
amended listing requirements for the Nasdaq SmallCap Market, Boston Restaurant
Associates, Inc. (the "Company") is filing the attached preliminary, unaudited
balance sheet of the Company for fiscal year ended April 26, 1998 (the "Balance
Sheet"). While audit of the Company's financial statements for the year then
ended is not yet complete, the Balance Sheet reflects substantially all of the
normal year-end adjustments anticipated by the Company. The balance sheet
indicates that the Company has a net tangible assets of $2,172,363. The increase
in net tangible assets from the amount reported by the Company in its Form 10-Q
for the quarter ended January 31, 1998 is primarily attributable to the sale of
2,006,277 shares of the Company's Common Stock at a price of $1.00 per share
pursuant to a Rights Offering to existing shareholders which was completed in
March 1998 and previously reported on a Form 8-K. There have been no significant
events or transactions between the date of the Balance Sheet and the date of
this filing which would require proforma adjustment to the Balance Sheet.

Item 7.  Financial Statements, Proforma Financial Information and Exhibits.
         ------------------------------------------------------------------

         (c) Exhibits.

         (99) Preliminary, unaudited balance sheet of the Company as of 
              April 26, 1998.





<PAGE>





                                   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, thereunto duly authorized.


                                          BOSTON RESTAURANT ASSOCIATES, INC.


Date:  June 12, 1998                      By:  /s/ George R. Chapdelaine
                                               --------------------------------
                                               George R. Chapdelaine, President





               BOSTON RESTAURANT ASSOCIATES, INC. AND SUBSIDIARIES
                         PART 1 - FINANCIAL INFORMATION
                          ITEM 1. FINANCIAL STATEMENTS
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (unaudited)


<TABLE>
<CAPTION>

                                                                       APRIL 26       April 27
                                                                         1998           1997
                                                                    ------------    ------------
<S>                                                                   <C>               <C>
 ASSETS
 Current:
    Cash and cash equivalents                                         $1,788,361        $726,054
    Accounts receivable                                                  $46,958         $69,729
    Inventories                                                         $212,072        $209,295
    Prepaid expenses and other                                           $49,152         $27,532
                                                                    ------------    ------------

       Total current assets                                           $2,096,543      $1,032,610

 Net property and equipment                                           $3,345,273      $2,656,328
 Other assets                                                         $1,323,159        $944,180
                                                                    ------------    ------------

       Total assets                                                   $6,764,975      $4,633,118
                                                                    ============    ============

 LIABILITIES AND STOCKHOLDERS' EQUITY
 Current liabilities:
    Accounts payable                                                    $314,122        $382,294
    Accrued liabilities                                                 $484,525        $628,277
    Current maturities:
     Notes payable-stockholder                                            $4,496          $4,261
     Long-term debt                                                     $200,000        $200,000
     Obligations under capital leases                                    $74,205         $30,850
                                                                    ------------    ------------

     Total current liabilities                                        $1,077,348      $1,245,682

 Long-term obligations:
    Notes payable-stockholder, less current maturities                  $121,336        $125,810
    Long-term debt, less current maturities                             $425,000        $625,000
    Obligations under capital leases, less current maturities           $361,547        $138,850
    Subordinated debentures                                           $1,500,000      $1,118,750
    Deferred rent                                                        $85,662         $67,024
                                                                    ------------    ------------

     Total liabilities                                                $3,570,893      $3,321,116

 Stockholders' equity
    Common stock, $.01 par value, 25,000,000
    shares authorized, 7,021,970 shares issued                           $70,213         $50,157
    Additional paid in capital                                       $10,852,340      $9,043,199
    Accumulated deficit                                             ($7,728,471)    ($7,781,354)
                                                                    ------------    ------------

    Total stockholders' equity                                        $3,194,082      $1,312,002

    Total liabilities and stockholders' equity                        $6,764,975      $4,633,118
                                                                    ============    ============

</TABLE>


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