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                                                                       EXHIBIT A

                       SECURITIES AND EXHANGE COMMISSION

                             Wshington, 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)  October 10, 1996
                                                  ----------------

                         COUNTRY STAR RESTAURANTS, INC
              ----------------------------------------------------   
             (Exact name of registrant as specified In its charter)
 

       Delaware                         33-67526-A              62-1536550
 -------------------------             ------------         ------------------
(State or other                       (Commission           (IRS Employer
 jurisdiction of formation)            File Number)          Identification No.)
 

11150 Santa Monica Boulevard, Suite 650, Los  Angeles, CA         90025
---------------------------------------------------------        --------
    (Address if principal executive offices)                    (Zip Code)


Registrant's telephone number, including area code (310) 268-2200
                                                   --------------


 
         (Former name or former address, if changes since last report)
                                        
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     Item 1.  Changes in Control of Registrant
              --------------------------------

              Not applicable.

     Item 2.  Acquisition or Disposition of Assets.
              -------------------------------------

              Not applicable.

     Item 3.  Bankruptcy or Receivership
              --------------------------

              Not applicable.

     Item 4.  Changes in Registrant's Certifying Accountant.
              ----------------------------------------------

              Not applicable.

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

              On October 10, 1996, the Company closed with respect to the sale
     of 4,000 shares of a newly issued 7% convertible preferred stock, par value
     of $.001 per share (the "Preferred Stock"). The sale was made to a foreign,
     single, institutional investor for an aggregate purchase price of
     $4,000,000 or $1,000 per share. The sale of Preferred Stock was effected in
     a transaction exempt from the registration requirements of the Securities
     Act of 1934, as amended (the "Act"), pursuant to Rules 501-508 promulgated
     thereunder.

              Each share of Preferred Stock may be converted at the option of
     the holder in the time frames set forth in the following paragraph into
     such number of shares of the Company's common stock, par value $.001 per
     share (the "Common Stock"), as determined by dividing the original issuance
     price of $1,000 per share (the "Original Issuance Price"), by the lesser of
     (1) $3.25, or (ii) 80% of the average closing bid price of the Common Stock
     as reported on the NASDAQ Stock Market for the five (5) consecutive trading
     days immediately prior to the date of conversion; provided, however, that
     during the one hundred twenty (120) day period after the original date of
     issuance if the five (5) consecutive trading day average closing bid price
     of the Common Stock is less than $1.50 per share, then under no
     circumstances can any shares of Preferred Stock be converted into Common
     Stock until the five (5) consecutive trading day average 

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     closing bid price of the Common Stock exceeds $1.50 per share. Further, in
     no event can the aggregate of all the Preferred Stock be converted, at any
     time, into more than three million (3,000,000) shares of the Company's
     Common Stock (the "Maximum Number of Shares"). In the event that any
     conversions of Preferred Stock would result in the issuance of shares of
     Common Stock in excess of the Maximum Number of Shares (the "Excess
     Conversions"), result in Excess Conversion will, instead of being
     converted, be redeemed by the Company at a rate equal to the Original
     Issuance Price (plus any accrued and unpaid dividends thereon) within
     ninety (90) days after the Company receives a written redemption notice
     from the holder.

           Subject to the provisions of the foregoing paragraph, the Preferred
     Stock shall be convertible as follows; (I) up to , shares of Preferred
     Stock at any time from and after the sixtieth (60th) day from the date on
     which the shares of Preferred Stock were first issued on October , 1996
     (the "Original Issuance Date"); (ii) up to 2,000 shares of Preferred Stock
     at any time from and after the ninetieth (90th) day following the Original
     Issuance Date; (iii) up to 3,000 shares of Preferred Stock at any time from
     and after the one hundred twentieth (120th) day following the Original
     Issuance Date; and (iv) all of the shares of Preferred Stock originally
     issued to such holder at any time from and after one hundred fiftieth
     (150th) day following the Original Issuance Date. Notwithstanding the
     foregoing, in no event shall the holder of the Preferred Stock be entitled
     to convert the Preferred Stock in the vent that such conversion would
     result in such holder's beneficially owning more than 5% of the outstanding
     shares of the Company's Common Stock. For purposes of computing 5%
     ownership, beneficial ownership shall be calculated in accordance with Rule
     13d-3 promulgated under the Securities Exchange Act of 1934 as amended.

           The Preferred Stock shall pay cumulative dividends at the rate of 7%
     per anum, which shall accrue and be payable in arrears on the outstanding
     share of Preferred stock on each anniversary of the Original Issuance Date.
     The dividend may be paid, at the election of the Company, in cash or in
     shares of the Company's Common Stock.

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           The Preferred Stock shall not have any voting rights accept to the
     extent that under Delaware law the vote of the holders of the Preferred
     Stock, voting separately as a class, is required to authorize a given
     action of the Company. To the extent that under Delaware law the holders of
     the Preferred Stock are entitled to vote on matters with holders of Common
     Stock voting together as one class, each share of Preferred Stock shall be
     entitled to the number of votes equal to the number of share of Common
     Stock into which it is then convertible, using the record date for the
     taking of such vote of stockholders as the date as of which the conversion
     price is determined. To the extent that the Preferred Stock is entitled to
     Delaware law to vote separately as a class to authorize any action of the
     company, the affirmative vote of the holders of at least the majority of
     outstanding class of Preferred Stock shall constitute the approval of such
     action by the class.

           In the event of any liquidation, disillusion or winding up of the
     Company, the holders of the Preferred Stock shall be entitled to receive,
     immediately after distributions to the senior securities, including
     distributions on issued and outstanding shares of the Company's 6%
     cumulative convertible series a Preferred Stock, and prior to any
     distribution to the holders of Company's Common Stock an amount equal to
     the sum of the Original Issuance Price plus any accrued but unpaid
     dividends.

           In connection with the issuance of the Preferred Stock, the Company
     also issued five (5) year common stock purchase warrant to purchase up to
     300,000 shares of the Company's Common Stock at an exercise price of $4.50
     per share (the "Warrant"). In connection with the exercise of the Warrant,
     there is a "cashless exercise" provision that is applicable in the event
     that at the time of exercise the market price of the Company's Common Stock
     exceeds the $4.50 exercise price.

           The Company has covenanted with the purchaser of the Preferred Stock
     to file a registration statement with the Securities and Exchange
     Commission on or before November 19, 1996, which shall include all of its
     shares of Common Stock Issuable upon conversion of the Preferred Stock and
     upon exercise of the Warrant. Such registration statement shall also
     include certain other shares of Common Stock that the Company is 

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     obligated to register in connection with its raising of $2.7 million from
     private investors in the third quarter of 1996. In the event that the
     Company fails to effect such registration statement by November 19, 1996,
     or alternatively, fails to have such registration statement declared
     effective on or before January 31, 1997, the Company will be obligated to
     pay the Purchaser of the Preferred Stock a premium on a monthly basis equal
     to 1.5% of the Original Issuance Amount of all the Preferred Stock
     commencing as of November 20, 1996 or February 1, 1997, as the case may be,
     until such time as either the registration statement has been filed or the
     registration statement is effective (or alternatively, the shares of
     Preferred Stock are no longer restricted securities within the meaning of
     the Securities Act and Rule 144 promulgated thereunder and bear no
     restrictive legend), as the case may be. In addition, the Company will also
     be obligated for significant penalties in terms of additional securities
     and a reduction of warrants in connection with the sale of $2.3 million of
     securities issued to private investors in the third quarter of 1996 in the
     event that the Company does not file the aforementioned registration
     statement on or before November 19, 1996.

           In December of 1995, the Company entered into a private financing
     transaction with the Rubin Investment Group, A New Jersey corporation
     ("RIG") pursuant to which RIG acquired the right, until December 1996, to
     match (the "Matching Rights") any sale by the Company of equity securities
     in a transaction exempt from registration under the Act upon the Company's
     written notice to RIG (the "Matching Rights Notice") of the material terms
     and conditions of any such private equity securities transaction. On
     October 11, 1996, the Company sent to RIG the Matching Rights Notice with
     respect to the sale of the Preferred Stock. RIG has, in accordance with its
     Matching Rights, ten (10) days after RIG is deemed to have been given the
     Matching Rights Notice to actually effect a closing identical to the one
     the Company entered into with the foregoing investor with respect to the
     Preferred Stock. To date, the Company has not closed a matching transaction
     with RIG and the Company believes, for a variety of reasons, that at this
     time the Company is no longer obligated to do so. The Company has been
     advised by RIG and its counsel that RIG presently disputes the Company's
     position with respect to this matter. In the event that RIG actually closes
     transaction with the Company in accordance with the terms and conditions of

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     its Matching Rights, the Company is obligated to promptly provide written
     notice thereof to the purchaser of the Preferred Stock the "RIG Notice").
     The purchaser of the Preferred Stock shall then have the right , but not
     the obligation, for a period of ten (10) business days after receiving the
     RIG Notice to advise the Company in writing that it wishes to rescind its
     transaction with the Company. In the event that it so advises the Company,
     within three (3) business days thereafter, the Company shall be obligated
     to return to the purchaser the entire purchase price for the Preferred
     Stock whereupon the purchaser will return to the Company the Preferred
     Stock and Warrants. The Company is not permitted to engage in any other
     equity financing (other than an equity financing pursuant to RIG's Matching
     Rights) for 120 days after the Original Issuance Date. Thereafter, until
     January 7, 1998, the purchaser shall have a right of first refusal with
     respect to any private equity financing in which the Company wishes to
     engage in

     Item 6.    Resignation of Registrant's Directors
                --------------------------------------
    
                Not applicable.

     Item 7.    Financial Statements and Exhibits.
                -----------------------------------


                Press release dated October 11, 1996

     Item 8.    Change in Fiscal Year.
                ----------------------

                Not applicable.

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                                   SIGNATURES
                                   ----------


           Pursuant to the requirements of the Security Exchange Act of 1934,
     the Registrant has duly authorized and caused the undersigned to sign this
     Report on the Registrant's behalf.

                                       COUNTRY STAR RESTAURANTS, INC.


                                       BY:  /s/ Robert J. Schuster
                                            -------------------------
                                            Robert J. Schuster, Chief 
                                            Executive Officer


     Dated:  October 10, 1996

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