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)

October 2131, 2003

PRANDIUM, INC.

(Exact name of registrant as specified in its charter)

Delaware

33-14051

33-0197361

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

2701 Alton Parkway

Irvine, California

92606

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (949) 863-8500

Not applicable

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

Item 5. Other Events and Regulation FD Disclosure.

On October 2131, 2003, ~~The Hamlet Group, Inc., an indirect operating subsidiary of~~ Prandium, Inc. (the “Registrant”) filed a ~~voluntary~~Form ~~petition~~15 ~~under~~with ~~Chapter~~the 11Securities ofand ~~Title~~Exchange 11Commission to deregister the Registrant’s common stock from the provisions of the ~~United~~Securities ~~States~~and ~~Code~~Exchange Act of 1934, as amended (the “~~Bankruptcy~~Exchange ~~Code~~Act”). inEffective upon the ~~United~~filing ~~States~~of ~~Bankruptcy~~the ~~Court~~Form ~~for~~15 with the ~~District~~Commission, ofthe ~~Delaware,~~Registrant ~~case~~will ~~number~~no ~~03-13237(CGC)~~longer file ~~(the~~current ~~“Bankruptcy~~or ~~Court”).~~periodic ~~The Hamlet~~reports ~~Group~~under ~~remains~~the inExchange ~~possession~~Act ofwith ~~its~~the ~~assets~~Commission. ~~and~~A ~~properties,~~registrant ~~and~~may ~~continues~~choose to ~~operate~~deregister ~~its~~under ~~business~~the ~~and~~Exchange ~~manage~~Act ~~its~~if, ~~properties~~at asany atime, ~~debtor-in-possession~~such ~~pursuant~~registrant tohas ~~sections~~less ~~1107(a)~~than ~~and~~300 ~~1108~~stockholders of ~~the~~record. ~~Bankruptcy~~The ~~Code~~Registrant currently has approximately 264 stockholders of record.

~~Additionally,~~The Registrant’s ~~the~~common ~~negotiations~~stock ~~with~~is ~~Fuddruckers,~~currently ~~Inc.~~quoted ~~regarding~~on aboth ~~sale~~the ~~of substantially~~Over ~~all~~The ofCounter ~~the~~Electronic ~~assets~~Bulletin ofBoard ~~The~~(the ~~Hamlet~~“OTC”) ~~Group~~and asPink ~~described~~Sheets’ inElectronic ~~the~~Quotation ~~Registrant’s~~Service ~~Current~~(“Pink ~~Report~~Sheets”). onAs ~~Form~~a ~~8-K~~result ~~filed~~of ~~with~~ the ~~Securities~~Registrant’s deregistration ~~and~~under the Exchange ~~Commission~~Act, onthe ~~October~~Registrant ~~10,~~anticipates ~~2003~~that ~~have~~its ~~terminated.~~common ~~The~~stock ~~Registrant~~will isno ~~continuing~~longer tobe ~~pursue strategic~~quoted ~~alternatives~~on ~~with~~the ~~respect~~OTC. toHowever, the ~~operation~~common ofstock ~~the~~may ~~business~~continue ofto ~~The~~be ~~Hamlet~~publicly ~~Group,~~traded ~~including,~~and ~~without~~quoted ~~limitation~~in the Pink Sheets, aalthough ~~sale~~there ofis ~~substantially~~no ~~all~~assurance that ofsuch ~~its~~trading ~~assets~~will continue.

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 hereunto duly authorized.

						PRANDIUM, INC.
October 27, 2003						/s/ HUGH G. HILTON
October 31, 2003						/s/ HUGH G. HILTON
						Hugh G. Hilton Chief Executive Officer

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