UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

~~Current Report Pursuant~~CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities exchange act of 1934

~~Securities~~Date ~~Exchange~~ of ~~Act~~Report (Date of ~~1934~~earliest event reported): December 22, 2006

Date of Report (Date of earliest event reported) July 12, 2006

BOSTON RESTAURANT ASSOCIATES, INC.

(Exact Name of Registrant as Specified in Charter)

(Exact Name Of Registrant As Specified In Its Charter)

Delaware		018369		61-1162263
(State of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

DELAWARE

Six Kimball Lane, Suite 210, Lynnfield, MA				06901
(Address of Principal Executive Offices)				(Zip Code)

~~(State~~Registrant's telephone ornumber, ~~Other Jurisdiction~~including ofarea ~~Incorporation~~code: (339) 219−0466

0-18369	61-1162263
(Commission File Number)	(I.R.S. Employer Identification No.)
999 Broadway, Suite 400, Saugus, MA	01906
(Address of Principal Executive Offices)	(Zip Code)

Stonehill Corporate Center, 999 Broadway, Suite 400, Saugus, MA 01906

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

Check the appropriate box below if the Form 8−K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (~~781)~~see ~~231-7575~~General Instruction A.2. below):

~~(Registrant’s Telephone~~[ ~~Number,~~] Written ~~Including~~communications ~~Area~~pursuant ~~Code~~to Rule 425 under the Securities Act (17 CFR 230.425)

~~N/A~~[ ] Soliciting material pursuant to Rule 14a−12 under the Exchange Act (17 CFR 240.14a−12)

~~(Former~~[ ] Pre−commencement ~~Name~~communications orpursuant ~~Former Address,~~to ifRule ~~Changed~~14d−2(b) ~~Since~~under ~~Last~~the ~~Report~~Exchange Act (17 CFR 240.14d−2(b))

~~Check the~~[ ~~appropriate~~] Pre−commencement ~~box~~communications ~~below~~pursuant ~~if the Form 8-K filing is intended~~ to ~~simultaneously~~ ~~satisfy~~Rule ~~the~~13e−4(c) ~~filing obligation of the registrant~~ under ~~any of~~ the ~~following~~ ~~provisions~~Exchange Act (~~see~~17 ~~General Instruction~~CFR A240.~~2. below~~13e−4(c):)

~~o Written~~Item ~~communications pursuant to Rule~~ 2.01 ~~425~~Completion of ~~under~~Acquisition ~~the~~or ~~Securities~~Disposition ~~Act~~of ~~(17 CFR 230~~Assets.~~425)~~

~~o Soliciting material~~On December 22, 2006, pursuant to ~~Rule~~the Agreement and Plan of Merger dated March 17, 2006, as amended by Amendment No. 1 and Amendment No. 2 (the “Merger Agreement”), among Boston Restaurant Associates, Inc. (“BRA”), Dolphin Direct Equity Partners, LP (“Dolphin”) ~~14a-12~~and ~~under~~Braidol Acquisition Corp., a wholly owned subsidiary of Dolphin (“Merger Sub”), and following all requisite stockholder approval obtained at a meeting of BRA’s stockholders held on December 13, 2006, Merger Sub merged with and into BRA (the ~~Exchange~~“Merger”), ~~Act~~with BRA as the surviving corporation. As a result of the Merger, each stockholder of BRA (17other ~~CFR~~than ~~240~~(i) stockholders who exercise and perfect appraisal rights under Delaware law, (ii) Dolphin, and (iii) Anthony Buccieri and John P.~~14a-12~~ Polcari, Jr.) are entitled to receive in cash (a) $.70 per share of our common stock, without interest, and (b) $1.55 plus accrued but unpaid dividends at a rate of $0.068 per annum per share of our Series A participating Preferred Stock, without interest, and (c) $.70 per share plus accrued but unpaid dividends at a rate of $0.056 per annum per share of our Series B Preferred Stock, without interest.

~~o Pre-commencement~~A ~~communications~~ complete ~~pursuant~~description toof ~~Rule 14d-2(b) under~~the Merger, the ~~Exchange~~Merger ~~Act~~Agreement and the material ~~(17~~ relationships ~~CFR~~between ~~240~~BRA and Dolphin, is contained in BRA’s definitive proxy statement filed with the Securities and Exchange Commission on November 8, 2006.~~14d-2(b))~~

~~o Pre-commencement communications pursuant~~Item to 5.01. ~~Rule 13e-4(c) under~~Changes ~~the~~in ~~Exchange~~Control ~~Act~~of ~~(17~~the ~~CFR 240~~Registrant.~~13e-4(c))~~

~~Item~~As a result ~~1.01~~of ~~Entry~~the ~~into~~Merger, a ~~Material~~change ~~Definitive~~of ~~Agreement;~~control ~~Item~~of ~~3.02~~BRA ~~Unregistered~~may ~~Sales~~be ofdeemed ~~Equity~~to ~~Securities~~have occurred.

On July 12, 2006 the Company entered into an agreement whereby at the Company’s sole option, subject to satisfaction of certain terms and conditions, Dolphin Direct Equity Partner, LP and other qualified investors would purchase up to 1,411,764 shares of Series A Participating Preferred Stock $.01 par value per share in a private transaction or transactions pursuant to one or a series of draw downs. Each share of Series A Preferred Stock may be converted at any time at the option of the holder of such shares into one share of our Common Stock, $.01 par value per share. The investors will pay $0.85 per share, for aggregate gross proceeds of up to $1,200,000 as of the date of this report the Company has requested one draw down of $600,000. Mr. Salas, a principal of Dolphin Equity Partners, LP is a member of the board of directors of Boston Restaurant Associates, Inc.2

We agreed pursuant to a rights agreement between the Company and the investors to (i) register the resale of the shares of Common Stock issuable upon the conversion of the shares of Series A Participating Preferred Stock upon demand of a sufficient number of the holders of the Series A Participating Preferred Stock and (ii) include such shares of Common Stock in any registration statement for the benefit of the Company or any third party upon request of a sufficient number of the holders of the Series A Participating Preferred Stock.SIGNATURES

WePursuant to ~~will sell~~ the ~~shares~~requirements of ~~Series A Participating~~the ~~Preferred~~Securities ~~Stock~~Exchange ~~pursuant~~Act toof ~~certain~~1934, ~~exemptions~~the ~~from registration~~Registrant ~~provided~~ has duly bycaused ~~Rule 506~~this ofreport ~~Regulation~~to Dbe ~~and~~signed ~~Section 4(2) of~~on ~~the Securities~~its ~~Act~~behalf ofby ~~1933,~~the asundersigned ~~amended~~hereunto duly authorized.

~~Exhibit 9.01-~~Date: ~~Financial~~ December 22, ~~Statements and Exhibits.~~2006

~~The~~BOSTON ~~Exhibits~~RESTAURANT ~~included~~ASSOCIATES, asINC. ~~part~~By: of/s/ ~~this~~George ~~Current~~R. ~~Report are~~Chapdelaine ~~listed~~George ~~in the attached Exhibit Index~~R. ~~The~~Chapdelaine ~~Exhibit Index,~~Chief ~~together with~~Executive ~~the Exhibits listed herein, are incorporated by this reference.~~Officer

SIGNATURE

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.

Dated: July 12, 2006		BOSTON RESTAURANT ASSOCIATES, INC.
	By:	/s/ George R. Chapdelaine
		George R. Chapdelaine, President and Chief Executive Officer

Boston Restaurant Associates, Inc. Exhibit Index

1. Equity Line Financing Agreement dated as of July 12, 2006.

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