ARC Group, Inc. - FORM 10-Q - October 15, 2012

Attached files

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EXCEL - IDEA: XBRL DOCUMENT - ARC Group, Inc.	Financial_Report.xls
EX-32.1 - EXHIBIT 32.1 - ARC Group, Inc.	ex32-1.htm
EX-31.1 - EXHIBIT 31.1 - ARC Group, Inc.	ex31-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: September 30, 2012

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE EXCHANGE ACT OF 1934

For the transition period from ___________ to ______________

Commission File No. 000-54226

AMERICAN RESTAURANT CONCEPTS, INC.

(Exact name of registrant as specified in its charter)

Florida		59-3649554
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

	12763 Clear Springs Drive Jacksonville, Florida 32225
	(Address of Principal Executive Offices)

	(904) 741-5500
	(Issuer’s Telephone Number, including Area Code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1394 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer o

Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act).

Yes o No x

APPLICABLE ONLY TO ISSUERS INVOLVED IN

BANKRUPTCY PROCEEDINGS DURING THE

PRECEDING FIVE YEARS

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes o No o

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: There were 37,208,540 shares of the issuer’s Class A common stock, $0.01 par value per share, issued and outstanding on October 12, 2012.

TABLE OF CONTENTS

		Page
PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements	1

	Balance Sheets at September 30, 2012 (unaudited) and December 25, 2011	1

	Statements of Operations for the three- and nine-month periods ended September 30, 2012 and September 25, 2011 (unaudited)	2

	Statement of Stockholders’ Deficit for the nine-month period ended September 30, 2012 (unaudited)	3

	Statements of Cash Flows for the nine-month periods ended September 30, 2012 and September 25, 2011 (unaudited)	4

	Notes to Financial Statements (unaudited)	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16

Item 4.	Controls and Procedures	22

PART II – OTHER INFORMATION

Item 6.	Exhibits	22

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

American Restaurant Concepts, Inc.

Balance Sheets


	September 30,			December 25,
	2012			2011
	(Unaudited)

Assets

Cash and equivalents	$	50,840		$	-
Accounts receivable, net		33,106			2,156

Total current assets		83,946			2,156

Property and equipment, net of accumulated depreciation of $4,674 at September 30, 2012 and December 25, 2011, respectively		-			-

Total assets	$	83,946		$	2,156

Liabilities and stockholders’ deficit

Accounts payable and accrued expenses	$	273,033		$	273,034
Accrued interest		81,423			49,475
Settlement agreement payable		407,116			407,116
Notes payable – in default		340,664			290,664
Convertible notes payable – net of unamortized discount of $-0- and $2,023 at September 30, 2012 and December 25, 2011, respectively		-			12,977
Derivative liabilities		-			9,443

Total current liabilities		1,102,236			1,042,709

Total liabilities		1,102,236			1,042,709

Stockholders’ deficit:

Class A common stock – $0.01 par value: 100,000,000 shares authorized, 37,208,540 and 33,494,758 shares issued and outstanding at September 30, 2012 and December 25, 2011, respectively		372,086			334,948
Additional paid-in capital		1,229,424			1,165,685
Stock subscriptions payable		90,000			120,000
Accumulated deficit		(2,709,800	)		(2,661,186	)

Total stockholders’ deficit		(1,018,290	)		(1,040,553	)

Total liabilities and stockholders’ deficit	$	83,946		$	2,156

The accompanying notes are an integral part of these financial statements

American Restaurant Concepts, Inc.

Statements of Operations (Unaudited)


	For the Three Months Ended						For the Nine Months Ended
	September 30, 2012			September 25, 2011			September 30, 2012			September 25, 2011

Revenue:
Net revenue	$	144,030		$	99,395		$	321,452		$	290,665
Net revenue – related party		16,497			14,970			43,525			37,821

Total net revenue		160,527			114,365			364,977			328,486

Operating expenses:
Professional fees		20,528			445,169			135,343			485,224
Employee compensation expense		63,393			22,160			182,613			168,442
General and administrative expenses		24,145			114,353			59,696			215,634

Total operating expenses		108,066			581,682			377,652			869,300

Income / (loss) from operations		52,461			(467,317	)		(12,675	)		(540,814	)

Other expense:
Interest expense		(10,086	)		(8,188	)		(35,571	)		(18,757	)
Derivative loss		-			(45,729	)		(368	)		(45,729	)
Other income		-			300			-			509

Total other expense		(10,086	)		(53,617	)		(35,939	)		(63,977	)

Net income / (loss)	$	42,375		$	(520,934	)	$	(48,614	)	$	(604,791	)

Net income / (loss) per share – basic and fully diluted	$	0.00		$	(0.02	)	$	(0.00	)	$	(0.02	)

Weighted average number of shares outstanding – basic and fully diluted		36,471,071			30,308,260			35,026,602			33,585,799

The accompanying notes are an integral part of these financial statements

American Restaurant Concepts, Inc.

Statement of Stockholders’ Deficit (Unaudited)


					Additional			Stock
	Common Stock				Paid-in			Subscriptions			Accumulated
	Shares		Par Value		Capital			Payable			Deficit			Total
Balance at December 25, 2011		33,494,758	$	334,948	$	1,165,685		$	120,000		$	(2,661,186	)	$	(1,040,553	)

Common stock issued for services		2,594,000		25,940		(18,974	)		-			-			6,966
Amortization of stock compensation expense		-		-		37,500			-			-			37,500
Common stock issued upon conversion of promissory notes		821,782		8,218		8,382			-			-			16,600
Common stock issued for stock subscriptions payable		298,000		2,980		27,020			(30,000	)		-			-
Settlement of derivative liability		-		-		9,811			-			-			9,811
Net loss		-		-		-			-			(48,614	)		(48,614	)

Balance at September 30, 2012		37,208,540	$	372,086	$	1,229,424		$	90,000		$	(2,709,800	)	$	(1,018,290	)

The accompanying notes are an integral part of these financial statements

American Restaurant Concepts, Inc.
Statements of Cash Flows (Unaudited)


	For the Nine Months Ended
	September 30, 2012			September 25, 2011

Cash flows from operating activities

Net loss	$	(48,614	)	$	(604,791	)
Adjustments to reconcile net loss to net cash used by operating activities:
Stock issued for compensation and amortization of stock compensation expense		44,466			425,177
Discount on notes payable		-			32,727
Amortization of debt discount		2,023			(16,070	)
Change in fair value of derivative liability		368			45,729
Changes in operating assets and liabilities:
Accounts receivable		(30,950	)		96
Accounts payable and accrued liabilities		33,547			75,343

Net cash used by operating activities		840			(41,789	)

Cash flows from investing activities

Net cash used by investing activities		-			-

Cash flows from financing activities

Proceeds from sale of common stock		-			27,000
Proceeds from issuance of notes payable		50,000			40,000
Payments on notes payable		-			(6,000	)

Net cash provided by financing activities		50,000			61,000

Net increase in cash and equivalents		50,840			19,211
Cash and equivalents, beginning of period		-			1,606

Cash and equivalents, end of period	$	50,840		$	20,817

Supplemental disclosure of cash flow information

Cash paid for interest		-			-
Cash paid for income taxes		-			-

Schedule of non-cash financing activities

Settlement of derivative liability		9,811			-
Stock issued upon conversion of notes payable		16,600			-
Stock issued for stock subscription payable		30,000			-

The accompanying notes are an integral part of these financial statements

American Restaurant Concepts, Inc.

Notes to Financial Statements

September 30, 2012

Note 1. Description of Business

American Restaurant Concepts, Inc., a Florida corporation (the “Company”), was incorporated in April 2000. The Company’s business is focused entirely on the development of the Dick’s Wings® franchise. The franchise is currently comprised of Dick’s Wings & Grill®, which are full service restaurants, and Dick’s Wings Express®, which are limited service restaurants that focus on take-out orders. The Company establishes restaurants by entering into franchise agreements with qualified parties and generates revenue by granting franchisees the right to use the name “Dick’s Wings” and offer the Dick’s Wings® product line in exchange for franchise fees and royalty payments.

At September 30, 2012, the Company had 16 franchised restaurants of which 14 were Dick’s Wings & Grill® full service restaurants and two were Dick’s Wings Express® limited service restaurants. Of the 16 franchised restaurants, 15 were located in Florida and one was located in Georgia. All of the Company’s restaurants are owned and operated by franchisees.

Note 2. Basis of Presentation and Going Concern

Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and in conformity with the instructions to Form 10-Q and Article 8-03 of Regulation S-X and the related rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, the disclosures included in these financial statements are adequate to make the information presented not misleading.

The unaudited financial statements included in this document have been prepared on the same basis as the annual financial statements and in management’s opinion, reflect all adjustments, including normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the interim periods presented. The unaudited financial statements should be read in conjunction with the audited financial statements and the notes thereto for the year ended December 25, 2011 included in the Company’s Annual Report on Form 10-K. The results of operations for the three- and nine-month periods ended September 30, 2012 are not necessarily indicative of the results that the Company will have for any subsequent quarter or full fiscal year.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Certain amounts in the financial statements for 2011 have been reclassified to conform to the 2012 presentation. These reclassifications did not result in any change to the previously reported total assets, net loss or stockholders’ deficit.

American Restaurant Concepts, Inc.

Notes to Financial Statements

September 30, 2012

As of September 30, 2012, the Company’s significant accounting policies and estimates, and applicable recent accounting pronouncements, which are detailed in the Company’s Annual Report on Form 10-K for the year ended December 25, 2011, had not changed materially.

Going Concern

The Company’s financial statements have been prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has historically incurred significant losses, which raises substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of this uncertainty.

Note 3. Net Income / (Loss) Per Share

The Company calculates basic and diluted net income / (loss) per share in accordance with ASC Topic 260, Earnings per Share. Basic net income / (loss) per share is based on the weighted-average number of shares of the Company’s common stock outstanding during the applicable period, and is calculated by dividing the reported net income / (loss) for the applicable period by the weighted-average number of shares of common stock outstanding during the applicable period. Diluted net income / (loss) per share is calculated by dividing the reported net income / (loss) for the applicable period by the weighted-average number of shares of common stock outstanding during the applicable period as adjusted to give effect to the exercise or conversion of all potentially dilutive securities outstanding at the end of the applicable period.

All of the shares of common stock underlying convertible securities that were outstanding at September 30, 2012 were excluded from the computation of diluted net income per share for the three-month period ended September 30, 2012 because the exercise price was greater than the average market price of the Company’s common stock during that period. As a result, basic net income per share was equal to diluted net income per share for the three-month period ended September 30, 2012.

All of the shares of common stock underlying convertible securities that were outstanding at September 30, 2012 and September 25, 2011 were excluded from the computation of diluted net loss per share for the nine-month period ended September 30, 2012 and the three- and nine-month periods ended September 25, 2011, respectively, because they were anti-dilutive. As a result, basic net loss per share was equal to diluted net loss per share for the nine-month period ended September 30, 2012 and the three- and nine-month periods ended September 25, 2011, respectively.

Note 4. Derivative Liabilities

The Company issued a convertible promissory note that had conversion features that represented freestanding derivative instruments that meet the requirements for liability classification under ASC Topic 815, Derivatives and Hedging (“ASC 815”), and valued the conversion features in its convertible promissory note under the binomial lattice valuation model.

American Restaurant Concepts, Inc.

Notes to Financial Statements

September 30, 2012

The Company recognized a loss of $368 for derivative liabilities during the nine-month period ended September 30, 2012, and losses of $45,729 for derivative liabilities during the three- and nine-month periods ended September 25, 2011. The Company did not recognize any gain or loss for derivative liabilities during the three-month period ended September 30, 2012. The derivative losses incurred during the nine-month period ended September 30, 2012 and the three- and nine-month periods ended September 25, 2011 were due primarily to mark to market changes in the value of the derivative liability.

The following is a summary of changes in the fair market value of the derivative liability during the nine-month period ended September 30, 2012 and the year ended December 25, 2011, respectively:

	Total Derivative Liability
Balance, December 26, 2010	$	-0-

Increase in derivative value due to issuances of convertible promissory notes		20,944
Promissory notes converted during period		(15,199	)
Changes in fair market value of derivative liabilities		3,698

Balance, December 25, 2011	$	9,443

Increase in derivative value due to issuances of convertible promissory notes		-0-
Promissory notes converted during period		(9,811	)
Changes in fair market value of derivative liabilities		368

Balance, September 30, 2012	$	-0-

Key assumptions used to value the convertible promissory note during the nine-month period ended September 30, 2012 and the year ended December 25, 2011, respectively, were: (i) the conversion amounts determined by multiplying 55% by the average of the lowest three closing bid prices of the Company’s common stock on the Over-the-Counter Bulletin Board during the 10 business days immediately preceding the date of conversion, (ii) the projected volatility curve for each valuation period based on the historical volatility of comparable companies, (iii) an event of default would occur 10% of the time, increasing 1% per month to a maximum of 20%, (iv) the holder would redeem the note based on the availability of alternative financing, increasing 2% per month to a maximum of 10%, and (v) the holder would automatically convert the note at maturity if the registration was effective and the Company was not in default.

Note 5. Fair Value Measurements

The Company issued a convertible promissory note that had conversion features that represented freestanding derivative instruments that meet the requirements for liability classification under ASC 815. As a result, the fair value of the derivative financial instruments in the convertible note is reflected in the Company’s balance sheet as a liability. The fair value of the derivative financial instruments in the convertible note was measured at the inception date of the convertible note and each subsequent balance sheet date. Any changes in the fair value of the derivative financial instruments were recorded as non-operating, non-cash income or expense at each balance sheet date.

American Restaurant Concepts, Inc.

Notes to Financial Statements

September 30, 2012

The following table presents the Company’s derivative liabilities within the fair value hierarchy utilized to measure fair value on a recurring basis as of September 30, 2012 and December 25, 2011:

	Level 1		Level 2		Level 3
Derivative liabilities -- 2012	$	-0-	$	-0-	$	-0-
Derivative liabilities -- 2011	$	-0-	$	-0-	$	9,443

The following table presents a Level 3 reconciliation of the beginning and ending balances of the fair value measurements using significant unobservable inputs as of September 30, 2012 and December 25, 2011:

	Derivative Liabilities
Balance, December 26, 2010	$	-0-

Purchases, sales, issuances and settlements (net)		9,443

Balance, December 25, 2011		9,443

Purchases, sales, issuances and settlements (net)		(9,443	)

Balance, September 30, 2012	$	-0-

The Company’s other financial instruments consist of cash and equivalents, accounts receivable, accounts payable and notes payable. The estimated fair value of the cash and equivalents, accounts receivable and accounts payable approximates their respective carrying amounts due to the short-term nature of these instruments. The estimated fair value of the notes payable also approximates their respective carrying amounts since their terms are similar to those in the lending market for comparable loans with comparable risks. None of these instruments are held for trading purposes.

Note 6. Commitments and Contingencies

Employment Agreements & Arrangements

Effective January 1, 2010, the Company entered into an Amended and Restated Employment, Non-Disclosure and Non-Competition Agreement with Michael Rosenberger to continue serving as the Company’s Chief Executive Officer and to devote a minimum of 1,500 hours per year to the business of the Company. The agreement is for a term of two years. The Company agreed to pay Mr. Rosenberger an annual base salary of $100,000 during the term of the agreement. In the event the Company terminates Mr. Rosenberger’s employment without Cause (as such term is defined in the agreement), the Company is required to continue paying Mr. Rosenberger his salary for the remainder of the term.

American Restaurant Concepts, Inc.

Notes to Financial Statements

September 30, 2012

Effective June 1, 2010, the Company hired David Eberle. The Company agreed to pay Mr. Eberle an annual base salary of $130,000 as well as quarterly bonuses based on agreed upon franchise opening objectives. The Company also agreed to issue 200,000 shares of its common stock to Mr. Eberle every six months during the first five years of employment. Mr. Eberle was also eligible to receive up to $15,000 of moving expenses subject to the obligation that he return any such reimbursement in the event he chose to terminate his employment with the Company prior to April 1, 2012. David Eberle resigned from all positions with the Company effective July 31, 2011.

On January 1, 2012, the Company entered into a new employment agreement with Michael Rosenberger pursuant to which Mr. Rosenberger will continue to serve as the Company’s Chief Executive Officer, Chief Financial Officer and Secretary. The agreement is for a term of two years. The Company agreed to pay Mr. Rosenberger an annual base salary of $150,000 during the term of the agreement. In the event Mr. Rosenberger terminates his employment with the Company, or the Company terminates Mr. Rosenberger’s employment without Cause (as such term is defined in the agreement), the Company is required to continue paying Mr. Rosenberger his salary for the remainder of the term.

Operating Leases

In April 2008, the Company entered into a commercial lease for its corporate headquarters located at 14476 Duval Place, #103, Jacksonville, Florida pursuant to which the Company leased approximately 1,800 square feet of space. The lease provided for a fixed monthly rent payment of $1,787 during the year ended December 25, 2011. The lease expired on March 31, 2011, at which time it converted automatically into a month-to-month lease. On May 31, 2011, the Company terminated the lease.

On June 1, 2011, the Company entered into a new commercial lease for its corporate headquarters located at 12763 Clear Springs Drive, Jacksonville, Florida 32225, which is owned by Michael Rosenberger, the Company’s Chief Executive Officer. The Company leased approximately 1,300 square feet of space under the lease. The lease provided for a fixed monthly rent payment of $1,100 and operated on a month-to-month basis. On September 25, 2011, the Company terminated the lease.

Note 7. Promissory Notes

The carrying value of the Company’s outstanding promissory notes, net of unamortized discount, was $340,664 and $303,641 at September 30, 2012 and December 25, 2011, respectively, of which $340,664 and $290,664 was in default on those dates. A total of 546,742 shares of common stock were issuable upon conversion of the Company’s outstanding convertible promissory note at December 25, 2011. The Company did not have any convertible promissory notes outstanding at September 30, 2012. Accrued interest under the Company’s outstanding promissory notes was $81,423 and $49,475 at September 30, 2012 and December 25, 2011, respectively.

American Restaurant Concepts, Inc.

Notes to Financial Statements

September 30, 2012

A summary of the terms of the promissory notes that were outstanding at September 30, 2012 and December 25, 2011, respectively, is provided below.

In October 2008, the Company entered into a loan agreement with Bank of America, N.A. (“Bank of America”) for an original principal amount of $338,138 pursuant to which the Company consolidated five separate loans that Bank of America had made to the Company prior to that date. The loan bore interest at a rate of 7% per annum and required equal monthly payments of principal and interest of $6,711 per month until November 3, 2013. The loan was secured by substantially all of the Company’s assets and was guaranteed by Michael Rosenberger, Rosalie Rosenberger and Hot Wings Concepts, Inc. (“Hot Wings Concepts”). In February 2010, the Company entered into a Forbearance Agreement with Bank of America pursuant to which the Company agreed to pay $50,000 towards the outstanding balance of the loan and make monthly interest payments until November 15, 2010, at which time the entire loan would become due and payable. In February 2011, the Company entered into a First Amendment to Forbearance Agreement with Bank of America pursuant to which the Company agreed to make monthly payments of interest only until December 3, 2011, at which time the entire loan would become due and payable, and agreed to pay a forbearance extension fee of $5,000. In June 2011, Bank of America agreed to accept payments of $2,000 per month to be applied towards the outstanding principal until January 8, 2012, at which time the full balance of the loan was required to be paid off in full. The loan is currently in default.

During the fourth quarter of 2008, the Company issued promissory notes to four investors for a total original principal amount of $11,000 in return for aggregate cash proceeds of $11,000. The notes bear interest at the rate of 6% per annum and provide for the payment of all principal and interest three years after the date of the respective notes. The notes provide for the payment of a penalty in an amount equal to 10% of the principal amount of the notes in the event they are not paid by the end of the term. These notes are currently in default.

In 2011, the Company entered into a securities purchase agreement with Asher Enterprises, Inc. (“Asher Enterprises”) pursuant to which the Company issued a convertible promissory note to Asher Enterprises for an original principal amount of $40,000 in return for aggregate gross cash proceeds of $40,000. The note bore interest at a rate of 8% per annum and provided for the payment of all principal and interest on February 9, 2012. The note was convertible at the election of Asher Enterprises into that number of shares of the Company’s common stock determined by multiplying 55% by the average of the lowest three closing bid prices of the Company’s common stock on the Over-the-Counter Bulletin Board during the 10 business days immediately preceding the date of conversion, subject to adjustment. In November 2011, Asher Enterprises converted $10,000 of the principal amount of the note into 227,273 shares of the Company’s common stock. In December 2011, Asher Enterprises converted an additional $15,000 of the principal amount of the note into 681,818 shares of common stock. In January 2012, Asher Enterprises converted the remaining $15,000 of the principal amount of the note along with $1,600 of accrued interest into a total of 821,782 shares of common stock in full payment of the remaining principal and interest on the note. No gain or loss was recognized in connection with any of the conversions because they were made in accordance with the terms of the note.

American Restaurant Concepts, Inc.

Notes to Financial Statements

September 30, 2012

In January 2012, the Company issued a promissory note to The Carl Collins Trust for an original principal amount of $50,000 in return for aggregate gross cash proceeds of $50,000. The note bears interest in an amount equal to $5,000 and provides for the payment of all principal and interest on March 6, 2012. The note is secured by: (i) all royalties payable to the Company by its franchisees that accrued prior to December 2, 2011, but had not been paid to the Company by January 6, 2012, and (ii) 1,000,000 shares of the Company’s common stock that had been issued to Raymond H. Oliver. The note is currently in default.

The carrying value of the Company’s outstanding promissory notes, net of unamortized discount, was $340,664 and $303,641 at September 30, 2012 and December 25, 2011, respectively, as follows:

	September 30,		December 25,
	2012		2011

Notes payable – in default		340,664		290,664

Convertible notes payable		-0-		15,000
Less: unamortized discount		-0-		(2,023	)
Total		-0-		12,977

Total notes payable, net	$	340,664	$	303,641

Note 8. Capital Stock

The Company’s authorized capital consisted of 100,000,000 shares of Class A common stock, par value $0.01 per share, at September 30, 2012 and December 25, 2011, respectively, of which 37,208,540 and 33,494,758 shares of common stock were outstanding at September 30, 2012 and December 25, 2011, respectively.

In January 2012, Asher Enterprises converted the remaining $15,000 of the principal amount of the note along with $1,600 of accrued interest into a total of 821,782 shares of common stock in full payment of the remaining principal and interest on the note. The Company did not recognize any gain or loss in connection with the conversion of the principal and interest on the note because the conversion was made in accordance with the terms of the note.

In July 2012, the Company issued a total of 2,500,000 shares of common stock to three consultants as payment for services. The shares were valued at the closing price of the Company’s common stock on the date the issuances were approved by the Company’s board of directors for total consideration of $11,250. The Company recognized $6,543 of expense during the three and nine months ended September 30, 2012.

In July 2012, the Company issued a total of 298,000 shares of common stock to four individuals for stock subscriptions payable. The Company did not recognize any gain or loss in connection with the issuance of the shares because the shares were issued in accordance with the terms of the previously recorded stock subscriptions payable.

American Restaurant Concepts, Inc.

Notes to Financial Statements

September 30, 2012

Note 9. Stock Options and Warrants

The Company did not issue any stock options exercisable into shares of the Company’s common stock during the three- and nine-month periods ended September 30, 2012, no stock options were outstanding or exercised during the three- and nine-month periods ended September 30, 2012, and no stock options were outstanding at September 30, 2012. Warrants exercisable into a total of 338,000 shares of the Company’s common stock were outstanding at September 30, 2012, all of which were fully vested. No warrants were issued or exercised during the three- and nine-month periods ended September 30, 2012. The weighted average exercise price of the warrants outstanding on September 30, 2012 was $1.25 per share.

Note 10. Related-Party Transactions

The Company is a party to a franchise agreement with Hot Wings Concepts, Inc. for the operation of two Dick’s Wings® restaurants in the Jacksonville, Florida area. Hot Wings Concepts is owned by Michael Rosenberger, who is the Company’s Chief Executive Officer, sole member of its board of directors, and the beneficial owner of approximately 54% of the Company’s outstanding common stock. The terms of the franchise agreement are identical to the franchise agreements that the Company has entered into with unrelated franchisees, except that the Company did not require Hot Wings Concepts to pay an initial franchise fee to the Company. The Company generated revenue of $16,497 and $43,525 from the restaurants operated by Hot Wings Concepts during the three- and nine-month periods ended September 30, 2012, respectively, and generated revenue of $14,970 and $37,821 from the restaurants operated by Hot Wings Concepts during the three- and nine-month periods ended September 25, 2011, respectively.

In June 2007, the Company entered into a license agreement with Moose River Management, Inc. (“Moose River”), which is wholly owned by Michael Rosenberger, pursuant to which the Company licenses the U.S. registered trademarks “Dick’s Wings,” “Dick’s Wings & Grill” and design, and “Dick’s Wings Express” and design, and the Florida registered trademark “Dick’s Wings” and design. The Company paid Moose River $100 as consideration for the license. The license agreement is for a term of 50 years and can be renewed for an additional term of 50 years.

In October 2008, the Company entered into a loan agreement with Bank of America for an original principal amount of $338,138 pursuant to which the Company consolidated five separate loans that Bank of America had made to the Company prior to that date. The loan bore interest at a rate of 7% per annum and required equal monthly payments of principal and interest of $6,711 per month until November 3, 2013. The loan was secured by substantially all of the Company’s assets and was guaranteed by Michael Rosenberger, Rosalie Rosenberger and Hot Wings Concepts. In February 2010, the Company entered into a Forbearance Agreement with Bank of America pursuant to which the Company agreed to pay $50,000 towards the outstanding balance of the loan and make monthly interest payments until November 15, 2010, at which time the entire loan would become due and payable. In February 2011, the Company entered into a First Amendment to Forbearance Agreement with Bank of America pursuant to which the Company agreed to make monthly payments of interest only until December 3, 2011, at which time the entire loan would become due and payable, and agreed to pay a forbearance extension fee of $5,000. In June 2011, Bank of America agreed to accept payments of $2,000 per month to be applied towards the outstanding principal until January 8, 2012, at which time the full balance of the loan must be paid off in full. The loan is currently in default.

American Restaurant Concepts, Inc.

Notes to Financial Statements

September 30, 2012

In June 2011, the Company entered into a new commercial lease for its corporate headquarters located at 12763 Clear Springs Drive, Jacksonville, Florida 32225, which is owned by Michael Rosenberger. The Company leased approximately 1,300 square feet of space under the lease. The lease provided for a fixed monthly rent payment of $1,100 and operated on a month-to-month basis. On September 25, 2011, the Company terminated the lease.

The Company is a party to an employment agreement with Michael Rosenberger and was a party to an employment arrangement with David Eberle. A description of the agreement and arrangement is set forth herein under “Note 6. Commitments and Contingencies – Employment Agreements and Arrangements.”

Note 11. Change in Control Transaction

On January 27, 2012, Michael Rosenberger, the Chief Executive Officer of the Company, entered into a Stock Sell-Buy Agreement (as amended by those certain addendums dated March 7, 2012, May 1, 2012, May 4, 2012, May 15, 2012, and August 14, 2012, the “Change-in-Control Agreement”) with Seenu G. Kasturi pursuant to which Mr. Rosenberger agreed to sell 15,530,000 shares of the Company’s common stock to Mr. Kasturi in exchange for $500,000 and an undertaking by Mr. Kasturi to pay certain operating expenses on behalf of the Company that are expected to be approximately $66,000 in amount (the “Transaction”).

The Transaction was expected to close the day after the later to occur of the following: (i) the date the Company’s Quarterly Report on Form 10-Q for its first fiscal quarter ended March 25, 2012 was completed and filed with the SEC, (ii) the date the Company’s Quarterly Report on Form 10-Q for its second fiscal quarter ended June 24, 2012 was completed and filed with the SEC, and (iii) the date the Common Stock was relisted on the Over-the-Counter Bulletin Board. As of September 30, 2012, the Transaction had not yet closed.

On September 30, 2012, the Shares represented approximately 41.7% of the Company’s outstanding shares of Common Stock. As a result, the sale of the shares by Mr. Rosenberger to Mr. Kasturi could be deemed to result in a change in control of the Company on the date the Transaction closes.

In addition, pursuant to the terms of the Change-in-Control Agreement, beginning on the date that is six months after the date the Transaction closes, Mr. Kasturi has the right to request that Mr. Rosenberger resign from all officer and director positions that he holds with the Company. No individuals are designated in the Change-in-Control Agreement to fill these vacancies, and no individuals have yet been designated by Mr. Kasturi to fill these vacancies, if and when they occur. In the event Mr. Kasturi requests that Mr. Rosenberger resign from all officer and director positions with the Company and appoints other individuals to fill those vacancies, a change in control of the Company will occur.

American Restaurant Concepts, Inc.

Notes to Financial Statements

September 30, 2012

Note 12. Judgment in Legal Proceedings

On February 25, 2011, a legal proceeding entitled Duval Station Investment, LLC v. Hot Wing Concepts, Inc. d/b/a Dick’s Wings and Grill, and American Restaurant Concepts, Inc. was filed with the Fourth Judicial Circuit Court, in and for Duval County, Florida. In the complaint, the plaintiff alleged damages for breach of guaranty. The parties had previously entered into a settlement agreement in 2010 resulting in the Company recording a settlement agreement payable of $210,000 as of December 26, 2010. On October 4, 2011, a final judgment was entered by the court in favor of the plaintiff in the amount of $161,747, and on November 11, 2011 a final judgment for attorneys’ fees and costs was entered in favor of the plaintiff in the amount of $33,000. These judgments, together with accrued interest of $2,369 thereon, resulted in a total loss from legal proceedings of $197,116 during the year ended December 25, 2011. This loss was reflected in settlement agreement payable at September 30, 2012 and December 25, 2011, respectively.

Note 13. Subsequent Events

There have been no significant subsequent events through the date these financial statements were issued.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts included or incorporated by reference in this report, including, without limitation, statements regarding our future financial position, business strategy, budgets, projected revenue and costs, and plans and objectives of management for future operations, are forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expects,” “intends,” “plans,” “projects,” “estimates,” “anticipates,” or “believes” or the negative thereof or any variation thereon or similar terminology or expressions.

These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from results proposed in such statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to have been correct. Important factors that could cause actual results to differ materially from our expectations include, but are not limited to:

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market acceptance of our restaurants and products;

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fluctuations in sales and the cost of chicken wings;

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shortages or interruptions in the availability and delivery of food and other supplies;

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our ability to identify suitable restaurant sites and successfully open new restaurants;

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higher-than-anticipated costs associated with the opening of new restaurants or the closing, relocating and remodeling of existing restaurants;

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our ability to attract and retain qualified franchisees and our franchisees’ ability to execute upon their business plan and timely develop restaurants;

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our limited control over the activities of our franchisees;

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projections of our future revenue, results of operations and financial condition;

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our ability to fund our future growth and implement our business strategy;

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competition and consolidation in the restaurant industry;

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our ability to comply with applicable government regulations;

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the condition of the securities and capital markets;

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general economic and business conditions, either nationally or internationally or in the jurisdictions in which we are doing business;

and statements of assumption underlying any of the foregoing, as well as any other factors set forth herein under “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” below and “Item 1A. Risk Factors” of our Annual Report on Form 10-K for our fiscal year ended December 25, 2011. All subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the foregoing. Except as required by law, we assume no duty to update or revise our forward-looking statements.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations and other parts of this report contain forward-looking statements that involve risks and uncertainties. All forward-looking statements included in this report are based on information available to us on the date hereof, and, except as required by law, we assume no obligation to update any such forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under “Item 1A. Risk Factors” of our Annual Report on Form 10-K for our fiscal year ended December 25, 2011 and elsewhere in this report. The following should be read in conjunction with our financial statements beginning on page 1 of this report.

Overview

We are an established and growing operator and franchisor of Dick’s Wings® restaurants that was formed in April 2000 to develop the Dick’s Wings® franchise. The franchise is currently comprised of Dick’s Wings & Grill®, which are full service restaurants, and Dick’s Wings Express®, which are limited service restaurants that focus on take-out orders. We currently have 16 restaurants of which 14 are Dick’s Wings & Grill® full service restaurants and two are Dick’s Wings Express® limited service restaurants. Of our 16 restaurants, 15 are located in Florida and one is located in Georgia.

We establish restaurants by entering into franchise agreements with qualified parties and generate revenue by granting franchisees the right to use the name “Dick’s Wings” and offer the Dick’s Wings® product line in exchange for franchise fees and royalty payments. We have established our brand through coordinated marketing and operational execution that ensures brand recognition and quality and consistency throughout our franchise. These efforts include marketing programs and advertising campaigns designed to support our restaurants. Our franchise is further strengthened by our emphasis on operational excellence supported by operating guidelines and employee training in our restaurants.

Strategy

Our strategy is to continue to grow and develop the Dick’s Wings® franchise into a leading nationally and internationally recognized restaurant chain. To do so, we plan to open franchised restaurants in both new and existing domestic markets and in Canada. In most of our existing markets, we plan to continue to open new franchise restaurants until the market is penetrated to a point that will enable us to gain marketing, operational, cost and other efficiencies. We have also developed procedures for identifying new opportunities in both domestic and Canadian markets, determining our expansion strategy in those markets and identifying sites for franchised restaurants. We intend to enter new domestic and Canadian markets by opening several restaurants to quickly build our brand awareness, and plan to grow our franchise system through the development of new restaurants by existing and new franchisees. We also intend to acquire interests in other restaurants. This will provide us with the option of converting the acquired restaurants to Dick’s Wings® restaurants or diversifying our brand to include not only the Dick’s Wings® brand, but the brands of other successful restaurant chains. We believe that we have established and continue to expand the necessary infrastructure and control systems to support our disciplined growth strategy.

Financial Results and Outlook

We generated net revenue of $160,527 for the three months ended September 30, 2012 compared to $114,365 for the three months ended September 25, 2011, and increase of more than 40%. Operating expenses decreased more than 81% to $108,066 for the three months ended September 30, 2012 from $581,682 for the three months ended September 25, 2011. In addition, net cash provided by operating activities was $840 for the nine months ended September 30, 2012 compared to net cash used by operating activities of $(41,789) for the nine months ended September 25, 2011. As a result, we achieved net income of $42,375 for the three months ended September 30, 2012 compared to a net loss of $(520,934) for the three months ended September 25, 2011.

We expect our revenue to increase during the next 12 months as we open additional restaurants and generate additional royalties and franchise fees from our new and existing restaurants. We intend to reduce our liabilities by retiring our outstanding debt, which will decrease, if not eliminate, the interest expense that we have been incurring for the past few years. The combination of increased revenue and reduced debt, coupled with capital-raising initiatives that we plan to complete during the next 12 months, will provide us with the assets and operating results necessary to grow our business at an accelerated rate for the foreseeable future.

Critical Accounting Policies

For information regarding our critical accounting policies, please refer to the discussion provided in our Annual Report on Form 10-K for our fiscal year ended December 25, 2011 under the caption “Item 5. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies” and in our Notes to Financial Statements included therein.

Recent Accounting Pronouncements

For information regarding recent accounting pronouncements applicable to our business, please refer to the discussion provided in our Annual Report on Form 10-K for our fiscal year ended December 25, 2011 under the caption “Item 5. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Recent Accounting Pronouncements” and our Notes to Financial Statements included therein.

Comparison of the Three-Month Periods Ended September 30, 2012 and September 25, 2011

Revenue

Revenue consists primarily of royalty payments and franchise fees that we receive from our franchisees. Revenue increased $46,162 to $160,527 for the three-month period ended September 30, 2012 from $114,365 for the three-month period ended September 25, 2011. The increase of $46,162 was due primarily to increases in franchise fees and other income. We expect revenue to increase during the next 12 months as we open new restaurants in Florida and other regions of the United States, as we acquire interests in other restaurants located across the country, and as the economy continues to improve in Florida and the rest of the United States.

Operating Expenses

Operating expenses consist primarily of professional fees, employee compensation expense, and general and administrative expenses.

Professional Fees. Professional fees consist of fees paid to our independent accountants, lawyers, technology consultants and other professionals and consultants. Professional fees decreased $424,641 to $20,528 for the three-month period ended September 30, 2012 from $445,169 for the three-month period ended September 25, 2011. The decrease of $424,641 was due primarily to a decrease of $418,634 for non-cash stock compensation expense recognized in connection with equity-based compensation paid to consultants for various services. We expect professional fees to increase over the next 12 months as we incur increased legal, accounting and technology fees in connection with the general growth of our business and operations and our compliance with the rules and regulations of the Securities and Exchange Commission (“SEC”).

Employee Compensation Expense. Employee compensation expense consists of all salaries and other cash compensation, equity-based compensation and employee benefits paid or granted to our executive officers and employees, and the related payroll taxes. Employee compensation expense increased $41,233 to $63,393 for the three-month period ended September 30, 2012 from $22,160 for the three-month period ended September 25, 2011. The increase of $41,233 was due primarily to an increase in the amount of salary and other cash compensation that we paid to our employees. We expect employee compensation expense to increase over the next 12 months as we attempt to retain additional executive management personnel and other employees in connection with the growth of our business.

General and Administrative Expenses. General and administrative expenses consist of bank service charges, computer and internet expenses, dues and subscriptions, licenses and fees, insurance expenses, marketing and advertising expenses, office supplies, rent expense, repairs and maintenance, telephone expense, travel expenses, utilities expenses and other miscellaneous general and administrative expenses. General and administrative expenses decreased $90,208 to $24,145 for the three-month period ended September 30, 2012 from $114,353 for the three-month period ended September 25, 2011. The decrease of $90,208 was due primarily to decreases of $58,288 for bad debt expense and $18,683 for bank service charges. We expect general and administrative expenses to increase over the next 12 months as we continue to incur increased expenses for marketing and advertising, travel, rent, office supplies, insurance and other miscellaneous items associated with the general operation and growth of our business.

Interest Expense

Interest expense consists of the interest and discount amortization costs that we incur on the debt obligations that we have. Interest expense increased $1,898 to $10,086 for the three-month period ended September 30, 2012 from $8,188 for the three-month period ended September 25, 2011. The increase of $1,898 was due primarily to an increase in the interest rates that we were required to pay on certain of our debt obligations. We expect interest expense to decrease over the next 12 months as we retire our debt obligations.

Derivative Loss

Derivative loss consists of the non-operating, non-cash income or expense that results from changes in the fair value of the derivative instruments contained in the convertible promissory note that we issued to Asher Enterprises, Inc. (“Asher Enterprises”) in 2011. We recognized a derivative loss of $45,729 during the three-month period ended September 25, 2011. We did not incur a derivative loss or gain during the three-month period ended September 30, 2012. The derivative loss that we recognized during the three-month period ended September 25, 2011 was due primarily to mark to market changes in the value of the derivative liability. Asher Enterprises converted the remaining balance of the note into shares of our common stock in January 2012. As a result, we did not recognize any derivative gains or losses during the three-month period ended September 30, 2012, and we do not expect to recognize any further derivative gains or losses for the foreseeable future.

Net Income / (Loss)

We achieved net income of $42,375 for the three-month period ended September 30, 2012 compared to a net loss of $(520,934) for the three-month period ended September 25, 2011. The difference of $563,309 was due primarily to an increase of $46,162 for revenue and decreases of $424,641 for professional fees and $90,208 for general and administrative expenses. This was partially offset by an increase of $41,233 for employee compensation. We expect revenue to increase during the next 12 months as we open new restaurants and begin to generate additional revenue from our new and existing restaurants. The increase in revenue will be partially offset by greater operating expenses that we expect incur in connection with the general growth of our business and operations. As the projected growth in our revenue continues to outpace the projected growth in our operating expenses, we expect to continue generating an increasing amount of net income during the next 12 months.

Comparison of the Nine-Month Periods Ended September 30, 2012 and September 25, 2011

Revenue

Revenue increased $36,491 to $364,977 for the nine-month period ended September 30, 2012 from $328,486 for the nine-month period ended September 25, 2011. The increase of $36,491 was due primarily to an increase in franchise fees and other income.

Operating Expenses

Professional Fees. Professional fees decreased $349,881 to $135,343 for the nine-month period ended September 30, 2012 from $485,224 for the nine-month period ended September 25, 2011. The decrease of $349,881 was due primarily to a decrease of $380,711 for non-cash stock compensation expense recognized in connection with equity-based compensation paid to consultants for various services, partially offset by increases in fees paid to technology consultants in connection with the development of our new website.

Employee Compensation Expense. Employee compensation expense increased $14,171 to $182,613 for the nine-month period ended September 30, 2012 from $168,442 for the nine-month period ended September 25, 2011. The increase of $14,171 was due primarily to an increase in the amount of salary and other cash compensation that we paid to our employees.

General and Administrative Expenses. General and administrative expenses decreased $155,938 to $59,696 for the nine-month period ended September 30, 2012 from $215,634 for the nine-month period ended September 25, 2011. The decrease of $155,938 was due primarily to decreases of $36,454 for travel expenses, $18,620 for bank service charges and $58,288 for bad debt expense, as well as decreases in other miscellaneous general and administrative expenses.

Interest Expense

Interest expense increased $16,814 to $35,571 for the nine-month period ended September 30, 2012 from $18,757 for the nine-month period ended September 25, 2011. The increase of $16,814 was due primarily to an increase in the amount of debt obligations that we incurred during 2011 and 2012 and the amortization of debt discount thereon, as well as an increase in the interest rates that we were required to pay on certain of our debt obligations.

Derivative Loss

Derivative loss decreased $45,361 to $368 for the nine-month period ended September 30, 2012 from $45,729 for the nine-month period ended September 25, 2011. The decrease of $45,361 was due primarily to mark to market changes in the value of the derivative liability.

Net Loss

We incurred a net loss of $48,614 for the nine-month period ended September 30, 2012 compared to a net loss of $604,791 for the nine-month period ended September 25, 2011. The decrease of $556,177 was due primarily to an increase of $36,491 for revenue and decreases of $349,881 for professional fees and $155,938 for general and administrative expenses.

Liquidity and Capital Resources

During the last 12 months, we have funded our operations primarily through internally generated cash flows from our operations and the use of short-term debt.

Net cash provided by operating activities was $840 during the nine-month period ended September 30, 2012 compared to net cash used by operating activities of $(41,789) during the nine-month period ended September 25, 2011. The difference of $42,629 was due primarily to decreases of $556,177 for net loss, partially offset by decreases of $380,711 for stock compensation expense $43,396 for accounts payable and accrued liabilities, and $45,361 for derivative liabilities.

We did not have any cash flows from investing activities during the nine-month periods ended September 30, 2012 and September 25, 2011.

Net cash provided by financing activities was $50,000 during the nine-month period ended September 30, 2012 compared to $61,000 during the nine-month period ended September 25, 2011. The $11,000 decrease in cash provided by financing activities was due to a decrease of $27,000 for proceeds from the sale of common stock, partially offset by an increase of $10,000 for proceeds from the issuance of notes payable and a decrease of $6,000 for payments on notes payable.

Our primary sources of capital over the past 12 months are set forth below.

On January 6, 2012, we issued a promissory note to The Carl Collins Trust for an original principal amount of $50,000 in return for aggregate gross cash proceeds of $50,000. The note bore interest in an amount equal to $5,000 and provided for the payment of all principal and interest on March 6, 2012. The note is secured by: (i) all royalties payable to us by our franchisees that accrued prior to December 2, 2011 but had not been paid to us by January 6, 2012, and (ii) 1,000,000 shares of our common stock issued to Raymond H. Oliver.

To date, our capital needs have been met primarily through the receipt of proceeds received from the issuance of promissory notes and the sale of our equity securities, as well as internally generated cash flows from our operations. We do not currently maintain a line of credit or term loan with any commercial bank or other financial institution. We have used the proceeds from the issuance of the notes and securities and our internally generated cash flows to pay virtually all of the costs and expenses that we have incurred. These costs and expenses have been comprised primarily of our operating expenses, which have consisted of the professional fees, employee compensation expense, and general and administrative expenses described above.

We believe that our current cash resources may not be sufficient to sustain our operations for the next 12 months. As a result, we may need to obtain additional cash resources within the next 12 months to enable us to pay our ongoing costs and expenses as they are incurred and finance the growth of our business. In the event that we need to obtain additional cash resources, we expect to obtain these funds through the issuance of debt and equity securities. If we raise additional funds by issuing shares of common stock, our stockholders will experience dilution. If we raise additional funds by issuing securities exercisable or convertible into shares of our common stock, our stockholders will experience dilution in the event the securities are exercised or converted, as the case may be, into shares of our common stock. Debt financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends.

We have not made arrangements to obtain additional financing and we can provide no assurance that additional financing will be available in an amount or on terms acceptable to us, if at all. If we are unable to obtain additional funds when they are needed or if such funds cannot be obtained on terms favorable to us, we may be unable to execute upon our business plan or pay our costs and expenses as they are incurred, which could have a material, adverse effect on our business, financial condition and results of operations.

Off-Balance Sheet Arrangements

As of September 30, 2012, we did not have any relationships with unconsolidated entities or financial partners, such as entities often referred to as structured finance or special purpose entities, that had been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. As such, we are not materially exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in such relationships.

Item 4. Controls and Procedures.

As of September 30, 2012, we carried out the evaluation of the effectiveness of our disclosure controls and procedures required by Rule 13a-15(e) under the Exchange Act under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2012, our disclosure controls and procedures were effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is: (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

There has been no change in our internal control over financial reporting identified in connection with this evaluation that occurred during our fiscal quarter ended September 30, 2012 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 6. Exhibits.

The following exhibits are included herein:

Exhibit No.		Exhibit

31.1	Certification of Chief Executive Officer and Chief Financial Officer of the registrant required by Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended

32.1	Certification of Chief Executive Officer and Chief Financial Officer of the registrant required by Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended

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 thereunto duly authorized.


	AMERICAN RESTAURANT CONCEPTS, INC.

Date: October 15, 2012	/s/ Michael Rosenberger
	Michael Rosenberger
	Chief Executive Officer

EXHIBIT INDEX

Exhibit		Exhibit Description

31.1	Certification of Chief Executive Officer and Chief Financial Officer required by Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended

32.1	Certification of Chief Executive Officer and Chief Financial Officer required by Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended

ARC Group, Inc. - FORM 10-Q - October 15, 2012

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ARC Group, Inc. Reports