ORGANIZATION, BASIS OF PRESENTATION AND MANAGEMENT'S PLANS

3 Months Ended

Mar. 31, 2013

ORGANIZATION, BASIS OF PRESENTATION AND MANAGEMENT'S PLANS [Abstract]

ORGANIZATION, BASIS OF PRESENTATION AND MANAGEMENT'S PLANS

NOTE 1 - ORGANIZATION, BASIS OF PRESENTATION AND MANAGEMENT'S PLANS

Organization

Smokin Concepts Development Corporation ("SCDC" or the "Company") is a Colorado corporation formed for the purpose of owning and operating up to 30 Southern Hospitality restaurants in the United States, along with managing restaurants outside of the Southern Hospitality brand. The restaurants primarily serve southern or Memphis style barbeque and cuisine and alcoholic beverages (such as a range of bourbons and other spirits and cocktails) and sell certain related products and merchandise (such as meat rubs and memorabilia). The Company entered into a franchise agreement and area development agreement with SH Franchising & Licensing LLC, dba Southern Hospitality BBQ (the "Franchisor") in November 2011. In May 2012, the Company formed Southern Hospitality Denver Holdings, LLC ("SHDH"), a wholly-owned subsidiary, and Southern Hospitality Denver, LLC ("SHD"). SHD was formed for the purpose of owning and operating the Company's first franchised restaurant in Denver, Colorado. SHD is 51% owned by SHDH and 49% owned by non-controlling interest holders, of which a director of the Company is a 22% non-controlling interest holder.

On November 13, 2012, the Company f/k/a Art Dimensions, Inc. entered into an Agreement and Plan of Merger and Reorganization (the "Merger Agreement") with Southern Hospitality Franchisee Holding Corporation ("SH") whereby the Company acquired SH in a reverse triangular merger (the "Acquisition"). On November 13, 2012, the parties closed the Acquisition, and a Statement of Merger was filed and effective with the Colorado Secretary of State on that day. Upon closing the Acquisition, the Company issued a total number of common shares to the SH shareholders in exchange for all of their ownership interests in SH such that they owned approximately 89% of the Company on the date of the Acquisition. The shareholders of the Company prior to the Acquisition owned approximately 11% of the Company after the closing of the Acquisition. On November 13, 2012, the Company and SH closed the Acquisition, and the Company's wholly owned subsidiary, ADI Merger Corp., was merged with and into SH. An aggregate of 5,259,029 Company shares were issued in the Acquisition. The number of ADI common shares received by SH's shareholder depended on the number of shares each held and that were outstanding at the closing of the Acquisition. Additionally, upon the effective date of the transaction all outstanding SH warrants, options and outstanding promissory notes were exchanged for options, warrants and promissory notes to acquire ADI common stock on equivalent terms. Pursuant to the Acquisition, on November 13, 2012, the Company changed its name from Art Dimensions, Inc. to Southern Hospitality Development Corporation.

The Registrant was a public shell company (as defined in Rule 12b-2 of the Exchange Act) at the date of the Acquisition. Therefore, the Acquisition was accounted for as a reverse acquisition and recapitalization. SH is the acquirer for accounting purposes and ADI is the acquired company. Accordingly, SH's historical financial statements for periods prior to the transaction become those of ADI, retroactively restated for, and giving effect to the number of shares received in the Acquisition. The accumulated deficit of SH is carried forward after the acquisition. Operations reported for periods prior to the Acquisition are those of SH. Earnings per share for the period prior to the Acquisition are restated to reflect the equivalent number of shares outstanding.

The Company, on May 3, 2013, with approval of a majority of the Company's shareholders, changed its name from Southern Hospitality Development Corporation to Smokin Concepts Development Corporation.

Basis of Presentation

Since inception through February 20, 2013, the Company has devoted substantially all of its efforts to establishing its business. The Company's planned principal operations commenced as of February 21, 2013, with the opening of the Southern Hospitality Denver restaurant. As a result, the Company is no longer considered to be a development stage enterprise as of February 21, 2013.

The unaudited consolidated financial statements included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") and accounting principles generally accepted in the United States ("U.S. GAAP"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures included herein are adequate to make the information presented not misleading. A description of the Company's accounting policies and other financial information is included in the audited consolidated financial statements as filed with the SEC in the Company's Annual Report on Form 10-K for the year ended December 31, 2012. Amounts as of December 31, 2012 are derived from those audited consolidated financial statements. These interim consolidated financial statements should be read in conjunction with the annual audited financial statements, accounting policies and notes thereto, included in the Company's Annual Report on Form 10-K for the year ended December 31, 2012, which has previously been filed with the SEC.

In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments necessary to present fairly the financial position of the Company as of March 31, 2013 and the results of operations and cash flows for the periods presented. All such adjustments are of a normal recurring nature. The results of operations for the three months ended March 31, 2013, are not necessarily indicative of the results that may be achieved for a full fiscal year and cannot be used to indicate financial performance for the entire year.

Management's Plans

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company reported a net loss of approximately $1.1 million for the three months ended March 31, 2013, and has an accumulated deficit of approximately $3.7 million at March 31, 2013. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Since inception through April 2013, the Company has devoted substantially all of its efforts to developing its business plan, raising capital, and implementing steps necessary to open and begin operating restaurants. From inception through April 2013, the Company has completed the following steps:

1. In October 2011, the Company initiated a private placement of promissory notes and common stock, of which the Company received $537,500 in 2011, and an additional $2,446,337 between January and November 1, 2012.

2. In November 2011, the Company entered into franchise and area development agreements with the Franchisor to develop its first ten restaurants in ten cities throughout the United States.

3. In April 2012, the Company entered into a lease for the location of its first restaurant in Denver, Colorado. The Company began renovation and tenant build-out activities in 2012. In February 2013, the Company opened its first Denver-based restaurant.

4. In connection with the Company's 2012 private placement offering to raise $1,500,000 for 1,000,000 shares at $1.50 per share that began in December 2012, 562,339 shares were issued for proceeds of $843,512 during the quarter ended March 31, 2013. Subsequent to March 31, 2013, the Company issued 205,002 shares for proceeds of $307,503 through May 15, 2013.

Management estimates that the total investment necessary to begin operation of a single Southern Hospitality restaurant franchise is between $700,000 and $2.5 million. The Company began revenue generating activities in late February 2013, however, the Company does not have a revolving loan agreement with any financial institution, nor can the Company provide any assurance it will be able to enter into any such agreement in the future, or be able to raise funds through a future issuance of debt or equity. The Company's continued implementation of its business plan is dependent on its future profitability and on additional debt or equity financing, which may not be available in amounts or on terms acceptable to the Company or at all. As a consequence, if the Company is unable to achieve and maintain profitability or obtain additional financing in the near term, the Company may be required to delay its business plan implementation, and/or the Company may be required to cease operations in order to offset the lack of available funding, which would have a material adverse impact on the Company.