SEC 1745 (02-02)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___________)*
GOOD TIMES RESTAURANTS INC
(Name of Issuer)
COMMON STOCK, $0.001 PAR VALUE
(Title of Class of Securities)
382140887
(CUSIP Number)
08/31/2005
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
CUSIP No. 382140887..............................
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
COMMONWEALTH EQUITY SERVICES, LLP dba
COMMONWEALTH FINANCIAL NETWORK
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ...................................................................
(b) X..................................................................
3. SEC Use Only ......................................................
4. Citizenship or Place of Organization ...WALTHAM, MA................
Number of Shares
Beneficially
Owned by Each
Reporting
Person With
5. Sole Voting Power ...0..............................................
6. Shared Voting Power .0..............................................
7. Sole Dispositive Power...292,751....................................
8. Shared Dispositive Power.292,751....................................
9. Aggregate Amount Beneficially Owned by Each Reporting Person...292,751..
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9) ...11.83%..........
12. Type of Reporting Person (See Instructions) IA.......................
.........................................................................
.........................................................................
.........................................................................
.........................................................................
.........................................................................
INSTRUCTIONS FOR SCHEDULE 13G
Instructions for Cover Page
(l) Names and I.R.S. Identification Numbers of Reporting Persons -
Furnish the full legal name of each person for whom the report is filed -
i.e., each person required to sign the schedule itself - including each
member of a group. Do not include the name of a person required to be
identified in the report but who is not a reporting person. Reporting
persons that are entities are also requested to furnish their I.R.S.
identification numbers, although disclosure of such numbers is voluntary,
not mandatory (see "SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G"
below).
(2) If any of the shares beneficially owned by a reporting person are
held as a member of a group and that membership is expressly affirmed,
please check row 2(a). If the reporting person disclaims membership in
a group or describes a relationship with other persons but does not
affirm the existence of a group, please check row 2(b) [unless it is a
joint filing pursuant to Rule 13d1(k)(1) in which case it may not be
necessary to check row 2(b)].
(3) The third row is for SEC internal use; please leave blank.
(4) Citizenship or Place of Organization - Furnish citizenship if the
named reporting person is a natural person. Otherwise, furnish place of
organization.
(5)-(9), (11) Aggregate Amount Beneficially Owned By Each Reporting Person,
Etc.-Rows (5) through (9) inclusive, and (11) are to be completed in
accordance with the provisions of Item 4 of Schedule 13G. All percentages
are to be rounded off to the nearest tenth (one place after decimal point).
(10) Check if the aggregate amount reported as beneficially owned in row (9)
does not include shares as to which beneficial ownership is disclaimed
pursuant to Rule 13d-4 (17 CFR 240.13d-4] under the Securities Exchange
Act of 1934.
(12) Type of Reporting Person - Please classify each "reporting person"
according to the following breakdown (see Item 3 of Schedule 13G) and
place the appropriate symbol on the form:
Category Symbol
Broker Dealer BD
Bank BK
Insurance Company IC
Investment Company IV
Investment Adviser IA
Employee Benefit Plan, Pension Fund, or Endowment Fund EP
Parent Holding Company/Control Person HC
Savings Association SA
Church Plan CP
Corporation CO
Partnership PN
Individual IN
Other OO
Notes:
Attach as many copies of the second part of the cover page as are
needed, one reporting person per page. Filing persons may, in order to
avoid unnecessary duplication, answer items on the schedules (Schedule 13D,
13G or 14D1) by appropriate cross references to an item or items on the
cover page(s). This approach may only be used where the cover page item or
items provide all the disclosure required by the schedule item. Moreover,
such a use of a cover page item will result in the item becoming a part
of the schedule and accordingly being considered as "filed" for purposes
of Section 18 of the Securities Exchange Act or otherwise subject to the
liabilities of that section of the Act. Reporting persons may comply with
their cover page filing requirements by filing either completed copies of
the blank forms available from the Commission, printed or typed facsimiles,
or computer printed facsimiles, provided the documents filed have identical
formats to the forms prescribed in the Commission's regulations and meet
existing Securities Exchange Act rules as to such matters as clarity and
size (Securities Exchange Act Rule 12b-12).
SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G
Under Sections 13(d), 13(g), and 23 of the Securities Exchange Act of 1934
and the rules and regulations thereunder, the Commission is authorized to
solicit the information required to be supplied by this schedule by certain
security holders of certain issuers. Disclosure of the information specified
in this schedule is mandatory, except for I.R.S. identification numbers,
disclosure of which is voluntary. The information will be used for the
primary purpose of determining and disclosing the holdings of certain
beneficial owners of certain equity securities. This statement will be
made a matter of public record. Therefore, any information given will
be available for inspection by any member of the public.
Because of the public nature of the information, the Commission can use
it for a variety of purposes, including referral to other governmental
authorities or securities self-regulatory organizations for investigatory
purposes or in connection with litigation involving the Federal securities
laws or other civil, criminal or regulatory statutes or provisions. I.R.S.
identification numbers, if furnished, will assist the Commission in
identifying security holders and, therefore, in promptly processing
statements of beneficial ownership of securities.
Failure to disclose the information requested by this schedule, except
for I.R.S. identification numbers, may result in civil or criminal action
against the persons involved for violation of the Federal securities laws
and rules promulgated thereunder.
GENERAL INSTRUCTIONS
A. Statements filed pursuant to Rule 13d-1(b) containing the information
required by this schedule shall be filed not later than February 14
following the calendar year covered by the statement or within the
time specified in Rules 13d-1(b)(2) and 13d2(c). Statements filed
pursuant to Rule 13d-1(c) shall be filed within the time specified
in Rules 13d-1(c), 13d-2(b) and 13d-2(d). Statements filed pursuant
to Rule 13d-1(d) shall be filed not later than February 14 following
the calendar year covered by the statement pursuant to Rules 13d-1(d)
and 13d-2(b).
B. Information contained in a form which is required to be filed by
rules under section 13(f) (15 U.S.C. 78m(f)) for the same calendar
year as that covered by a statement on this schedule may be
incorporated by reference in response to any of the items of this schedule.
If such information is incorporated by reference in this schedule, copies
of the relevant pages of such form shall be filed as an exhibit to this
schedule.
C. The item numbers and captions of the items shall be included but
the text of the items is to be omitted. The answers to the items
shall be so prepared as to indicate clearly the coverage of the
items without referring to the text of the items. Answer every
item. If an item is inapplicable or the answer is in the negative, so state.
Item 1.
(a) Name of Issuer
(b) Address of Issuer's Principal Executive Offices
Item 2.
(a) Name of Person Filing
(b) Address of Principal Business Office or, if none, Residence
(c) Citizenship
(d) Title of Class of Securities
(e) CUSIP Number
Item
3. If this statement is filed pursuant to 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C 80a-8).
(e) [X] An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment Company Act
of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(J).
Item
4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: 292,751
(b) Percent of class: 11.83%.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote 0
(ii) Shared power to vote or to direct the vote 0
(iii) Sole power to dispose or to direct the disposition of 292,751
(iv) Shared power to dispose or to direct the disposition of 292,751
Instruction. For computations regarding securities which represent a right to
acquire an underlying security see 240.13d3(d)(1).
Item
5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following [ ].
Instruction: Dissolution of a group requires a response to this item.
Item
6. Ownership of More than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from
the sale of, such securities, a statement to that effect should be
included in response to this item and, if such interest relates to
more than five percent of the class, such person should be identified.
A listing of the shareholders of an investment company registered under
the Investment Company Act of 1940 or the beneficiaries of employee benefit
plan, pension fund or endowment fund is not required.
Item
7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company or Control
Person. If a parent holding company or Control person has filed this
schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item
3(g) and attach an exhibit stating the identity and the Item 3
classification of the relevant subsidiary. If a parent holding
company or control person has filed this schedule pursuant to Rule 13d-1(c)
or Rule 13d-1(d), attach an exhibit stating the identification of the relevant
subsidiary.
Item
8. Identification and Classification of Members of the Group
If a group has filed this schedule pursuant to 240.13d-1(b)(1)(ii)(J), so
indicate under Item 3(j) and attach an exhibit stating the identity and Item 3
classification of each member of the group. If a group has filed this schedule
pursuant to 240.13d-1(c) or 240.13d-1(d), attach an exhibit stating the
identity of each member of the group.
Item
9. Notice of Dissolution of Group
Notice of dissolution of a group may be furnished as an exhibit stating
the date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by
members of the group, in their individual capacity. See Item 5.
Item
10. Certification
(a) The following certification shall be included if the statement is filed
pursuant to 240.13d-1(b):
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the
ordinary course of business and were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control
of the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that
purpose or effect.
(b) The following certification shall be included if the statement is filed
pursuant to 240.13d-1(c):
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control
of the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that
purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
12/23/2005
Date
/s/ Peter Wheeler
Signature
Peter Wheeler, President and Chief Operating Officer
Name/Title
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative other than
an executive officer or general partner of the filing person, evidence of
the representative's authority to sign on behalf of such person shall be
filed with the statement, provided, however, that a power of attorney for
this purpose which is already on file with the Commission may be incorporated
by reference. The name and any title of each person who signs the statement
shall be typed or printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See 240.13d-7 for
other parties for whom copies are to be sent.
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal
violations
(See 18 U.S.C. 1001)
http://www.sec.gov/divisions/corpfin/forms/13g.htm
Last update: 11/05/2002