UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report: March 111, 2013

BIG THREE RESTAURANTS, INC.

(Exact name of registrant as specified in its charter)

Florida	333-169145	27-0645694
(State of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

9085 Charles E. Limpus Road, Orlando, Florida 32836

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: 516-375-6649

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:

[r ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [r ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [r ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [r ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 18 –- ~~Registrant’s~~Other ~~Business and Operations~~Events

Item 18.01 ~~Entry~~ ~~into~~Other ~~a Material Definitive Agreement~~Events.

On ~~February~~March 1511, 2013, we ~~entered~~gave ~~into~~notice anto ~~agreement~~the proposed seller of the withdrawal of all offers related to our proposed purchase ~~14,500+-~~of ~~square~~nine ~~feet~~Kentucky ofFried ~~property~~Chicken* franchise stores, including aassociated 9real estate,~~682+-~~ ~~square~~located ~~foot~~in ~~building~~Florida and ~~7,500~~Georgia. We ~~square~~announced ~~feet~~the possibility of ~~parking~~these ~~with~~purchases 20under ~~spaces~~Section ~~located~~5, atItem ~~904~~5.06 ~~East~~in ~~Las~~an ~~Olas~~amended ~~Boulevard,~~Report ~~Fort~~on ~~Lauderdale~~Form 8-K under event date of November 15, ~~Florida. The~~2012, ~~site~~based ison ~~the~~a ~~location~~non-binding letter of ~~Mangos~~intent ~~Restaurant~~dated ~~and~~November ~~Lounge~~20, 2012. ~~The~~After ~~agreement~~the ~~was~~expenditure ~~contingent~~of ~~upon~~large ~~our~~amounts ~~obtaining~~of time and effort, we received a written commitment tofor ~~acquire~~a ~~Mangos~~conventional ~~Restaurant~~real ~~and~~estate ~~Lounge~~mortgage ~~and~~on ~~the~~terms acceptable to us to purchase isthe ~~contingent~~real onestate ~~our~~and ~~concurrent~~commitments for private equity funding to purchase the seven of ~~Mangos~~the ~~Restaurant~~franchise ~~and~~stores ~~Lounge~~in Florida. ~~The~~In ~~purchase~~furtherance ~~price~~of isthe $5planned acquisition,~~600,000. We~~ ~~are~~we ~~required~~submitted a revised offer, to ~~make~~which anthe ~~initial~~seller ~~deposit~~made ofa ~~$100,000,~~counter ~~the~~offer ~~date~~and ofto which ~~the~~we, ~~parties~~in ~~have~~turn, ~~verbally~~made ~~agreed~~a tocounter ~~extend~~offer, asending with a ~~result~~purchase of ~~delay~~the inFlorida ~~reaching~~real aestate, ~~mutual~~an ~~intent~~all cash offer to purchase ~~Mangos~~the ~~Restaurant~~franchise ~~and~~stores ~~Lounge. In~~in ~~addition,~~Florida ~~the~~and ~~agreement~~a isright-of-first ~~subject~~refusal to purchase the ~~conditions~~Georgia real estate and ~~contingencies~~franchise ~~normally~~stores. We ~~applying~~did not receive a response to ~~contracts~~our ~~for~~counter offer from the ~~purchase~~seller offor ~~commercial~~a ~~real~~period ~~estate~~of innine ~~Florida~~days, ~~such~~prompting asour ~~due~~notice ~~diligence~~a withdrawal. Further, ~~survey~~we ~~and~~have ~~title~~no ~~insurance~~response to our notice of withdrawal.

We ~~have~~are ~~received~~actively ~~several~~engaged ~~offers~~in ~~from~~seeking ~~mortgage~~other ~~lenders~~profitable ~~for~~restaurants ~~commercial~~in ~~mortgage~~the ~~financing~~State of ~~the~~Florida ~~real~~that ~~estate~~meet ~~purchase. We~~or ~~are~~exceed inour ~~negotiation~~acquisition ~~for a final written commitment~~criteria.

On*Kentucky ~~March~~Fried 1,Chicken ~~2013, 904 Las Olas, Inc., on behalf of its stockholders, accepted our letter of intent for our purchase of all of the shares of that corporation. 904 Las Olas, Inc.~~ is ~~the~~a ~~owner~~trademark ~~and operator~~ of ~~Mangos~~KFC ~~Restaurant and Lounge~~Corporation. ~~This letter provides that we will pay $2,500,000 at closing for purchase of the stock of 904 Las Olas, Inc.~~

904 Las Olas, Inc. has been operating restaurants under a sequence of names at the same location for the past for 31 years. Mangos Restaurant and Lounge, the restaurant’s current name, presently offers an upscale family menu with full bar. It employs a total management and staff of 145 personnel. Mangos Restaurant and Lounge is facing significant competition in the restaurant market in its immediate area. We believe that refreshing the interior will enhance its competitive position in its marketplace.

The Mangos’ web site is http://mangosonlasolas.com/lasolas/. The information at the website is for information purposes only, that information shall not be deemed to be filed as part of this report on Form 8-K and we disclaim any responsibility for the information at that web site.

The purchase of the common stock of 904 Las Olas, Inc. is subject to agreement as to terms by our equity financers, completion of our due diligence and entry into a definitive agreement, containing customary terms, conditions, representations and warranties by all parties.

We are in negotiation with a private investment group for equity funding of the balance of funding needed to acquire the real estate and the common stock of 904 Las Olas, Inc.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.
Exhibit No.	Title or description
10.1	Agreement for Purchase and Sale [of Real Estate] accepted February 15, 2013
10.2	Letter re: Big Three’s Proposed Purchase of Mangos Las Olas accepted March 1, 3013

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.

BIG THREE RESTAURANTS, INC.

/s/ John V. Whitman, Jr.

John V. Whitman, Jr.

Chief Executive Officer

March 412, 2013

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