8-K

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)

June 8, 2006

Good Times Restaurants Inc.

(Exact name of registrant as specified in its charter)

Nevada 000-18590 84-1133368

(State or other jurisdiction (Commission (IRS Employer

of incorporation) File Number) Identification No.)

601 Corporate Circle, Golden, Colorado 80401

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (303) 384-1400

Not applicable

(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 (see General Instruction A.2.):

[_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.02 Unregistered Sales of Equity Securities.

Good Times Restaurants Inc. (the "Company") on June 8, 2006 exercised its right to require conversion of all outstanding shares of the Company's Series B Convertible Preferred Stock (the "Series B Preferred Stock") into an equal number of shares of the Company's common stock pursuant to a provision in the Certificate of Designations, Preferences and Rights of the Series B Preferred Stock. On June 8, 2006, the Board of Directors of the Company authorized the issuance of a total of 1,240,000 shares of the Company's common stock in consideration of the conversion of an equal number of shares of the Company's Series B Preferred Stock.

The issuance of the shares of common stock in the conversion was not registered under the Securities Act of 1933. Such shares were issued in reliance on the exemption from registration provided by Section 3(a)(9) under the Securities Act for an exchange of securities with existing security holders. The facts relied upon to make the exemption from registration provided by Section 3(a)(9) available are the status of each of the investors as existing holders of the Company's securities and the absence of any commission or remuneration for soliciting the exchange of securities.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits. The following exhibits are furnished as part of this report:

Exhibit Number	Description
99.1*	Press release of Good Times Restaurants Inc. dated June 8, 2006

* Filed herewith.

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.

GOOD TIMES RESTAURANTS INC.

Date: June 8, 2006 By: /s/ Boyd E. Hoback

Boyd E. Hoback

President and Chief Executive Officer

EX-1

FOR IMMEDIATE RELEASE

News

June 8, 2006

Nasdaq SmallCap - GTIM

GOOD TIMES RESTAURANTS ANNOUNCES MANDATORY

CONVERSION OF SERIES B CONVERTIBLE PREFERRED STOCK

(GOLDEN, CO) Good Times Restaurants Inc. (Nasdaq: GTIM) announced today that on June 8, 2006 it exercised its mandatory conversion right under the terms of the Company's Series B Convertible Preferred Stock to convert all 1,240,000 shares of the preferred stock into 1,240,000 shares of common stock. As part of the conversion Good Times will pay accrued dividends on the preferred stock totaling approximately $35,000. The shares of preferred stock were issued by the Company in a private placement on February 10, 2005.

The issuance of the shares of common stock in the conversion was not registered under the Securities Act of 1933 or any state securities laws, and the shares may not be offered or sold in the United States except pursuant to a registration statement or an applicable exemption from the registration requirements of the Securities Act of 1933 and applicable state securities laws.

Good Times Burgers & Frozen Custard has 44 restaurants, mostly in Colorado serving high quality, 100% all natural Coleman beef burgers, chicken sandwiches, and fresh frozen custard.

This press release contains forward looking statements within the meaning of federal securities laws. The word "will" and similar expressions are intended to identify forward looking statements. These statements involve known and unknown risks, which may cause Good Times' actual results to differ materially from results expressed or implied by the forward looking statements. These risks include such factors as the uncertain nature of current restaurant development plans and the ability to implement those plans, delays in developing and opening new restaurants because of weather, local permitting or other reasons, increased competition, cost increases or shortages in raw food products, and other matters discussed under the "Risk Factors" section of Good Times' Annual Report on Form 10-KSB for the fiscal year ended September 30, 2005 filed with the SEC. Although Good Times may from time to time voluntarily update its forward looking statements, it disclaims any commitment to do so exc ept as required by securities laws.

INVESTOR RELATIONS CONTACTS:

Good Times Restaurants Inc.

Boyd E. Hoback, President and CEO, 303/384-1411

Christi Pennington, Executive Assistant, 303/384-1440