ORGANIZATION, BASIS OF PRESENTATION AND MANAGEMENT'S PLANS

12 Months Ended

8 Months Ended

Dec. 31, 2013

Dec. 31, 2013

Bourbon Brothers Holding Company LLC [Member]

ORGANIZATION, BASIS OF PRESENTATION AND MANAGEMENT'S PLANS

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

Organization

Bourbon Brothers Holding Corporation ("BBHC" or the "Company") is a Colorado corporation. The Company, on January 22, 2014, with approval of a majority of the Company's shareholders, changed its name from Smokin Concepts Development Corporation to Bourbon Brothers Holding Corporation.

The Company's subsidiary, Southern Hospitality Franchisee Holding Corporation ("SH") 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, SH 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. As of December 31, 2013, 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. ("ADI"), entered into an Agreement and Plan of Merger and Reorganization with SH whereby the Company acquired SH in a reverse triangular merger (the "SH Acquisition"). On November 13, 2012, the parties closed the SH Acquisition, and a Statement of Merger was filed and effective with the Colorado Secretary of State on that day. Upon closing the SH 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 SH Acquisition. The shareholders of the Company prior to the SH Acquisition owned approximately 11% of the Company after the closing of the SH Acquisition. On November 13, 2012, the Company and SH closed the SH 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 SH 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 SH Acquisition.  Additionally, upon the effective date of the SH Acquisition 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 SH 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 SH Acquisition. Therefore, the SH 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 SH Acquisition become those of ADI, retroactively restated for, and giving effect to the number of shares received in the SH Acquisition. The accumulated deficit of SH is carried forward after the SH Acquisition. Operations reported for periods prior to the SH Acquisition are those of SH. Earnings per share for the period prior to the SH 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.

On September 30, 2013, the Company entered into an Acquisition Agreement with Bourbon Brothers Holding Company, LLC ("BBHCLLC") to acquire all of the equity interests in BBHCLLC (the "BB Transaction") and its subsidiaries. BBHCLLC is a Colorado limited liability company ("LLC") formed in May 2013, for the purpose of developing and managing all aspects of operating units related to a recently developed "Bourbon Brothers" brand.  The principles of BBHCLLC were also, at various times, on the board of directors of the Company, and therefore BBHCLLC is considered to be a related party.  As of December 31, 2013, BBHCLLC was a development stage company. BBHCLLC's subsidiaries (all LLCs formed in April 2013) include Bourbon Brothers Restaurant Group, LLC ("BBRG"), Bourbon Brothers Franchise, LLC ("BBF") and Bourbon Brothers Brand, LLC ("BBB"). BBRG owns the stores to encompass several Bourbon Brothers brands, and owns Bourbon Brothers Southern Kitchen Colorado Springs, LLC ("BBSK"), which opened its first restaurant in January 2014. BBRG also owns Bourbon Brothers Seafood and Chophouse Colorado Springs, LLC ("BBSF"). BBB manages all aspects of the Bourbon Brothers brand and anticipates establishing licensing and royalty agreements with producers of bourbon, spices, cigars and other products that fit the Company's core brand.

On November 8, 2013, the Company and BBHCLLC amended the Acquisition Agreement by entering into a First Amendment to the Acquisition Agreement.  On January 22, 2014, the parties entered into a Second Amendment to the Acquisition Agreement, identifying the final conversion ratio of 1.82427.  The Second Amendment identified the number of shares to be issued by the Company in the BB Transaction as 20,274,193 shares of common stock to BBHCLLC Class B Non-Voting members and 18,242,687 shares of Series A Convertible Preferred Stock to BBHCLLC Class A Voting members.  These shares were issued at the closing of the BB Transaction.  All outstanding options and warrants to acquire BBHCLLC units were assumed by the Company, applying the conversion ratio to the number of units and strike price (Note 10).

Basis of Presentation

Since inception through February 20, 2013, the Company devoted substantially all of its efforts to establishing its business.  The Company's planned principal operations commenced on 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.

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 $2.9 million and $2.6 million for the years ended December 31, 2013 and 2012, respectively, and has an accumulated deficit of approximately $5.3 million at December 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.

The Company has devoted substantially all of its efforts to developing its business plan, raising capital, and opening and operating its first restaurant. Through 2013, the Company has been largely focused on its first Denver-based restaurant and working to obtain profitable operations.  The Company has also been focused on completing the BB Transaction with BBHCLLC, which occurred in January 2014.

The Company began revenue generating activities in late February 2013, and in January 2014, BBHCLLC's restaurant, located in Colorado Springs, Colorado, opened and began generating revenues. 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 (Note 10). The Company's continued implementation of its business plan is dependent on its future profitability and engaging in strategic transactions, or 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 through the current restaurant operations, enter into strategic transactions, or obtain additional financing in the near term, the Company may be required to delay its business plan implementation, which would have a material adverse impact on the Company.

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

Organization

Bourbon Brothers Holding Company, LLC ("BBHCLLC") is a Colorado, limited liability company ("LLC") formed on May 13, 2013, for the purpose of developing and managing all aspects and operating units related to a recently developed "Bourbon Brothers" brand.  BBHCLLC intends to provide its service offerings through subsidiaries that have recently been formed, or are to be formed, and which are discussed below. As an LLC, profits and losses are allocated to each member in accordance with the operating agreement. Each member's liability is limited to its respective capital contributions, except as otherwise required by law.

The following 100%-owned subsidiaries of BBHCLLC, (collectively referred to as the "Company") were formed as Colorado LLCs in April 2013, and all have a December 31 fiscal year end:

Bourbon Brothers Holding Company, LLC ("BBHCLLC") - The umbrella management company for all business units to encompass the executive management of all aspects of the brand.  All components of the brand were licensed from Bourbon Brothers, LLC ("BBLLC"), a separately owned entity from whom the licenses were contracted, with the exception of the architectural intellectual property of the restaurant concept.

Bourbon Brothers Restaurant Group, LLC ("BBRG") - Owns the corporate owned stores to encompass several Bourbon Brothers brands.

BBRG owns Bourbon Brothers Southern Kitchen Colorado Springs, LLC ("BBSK" f/k/a Bourbon Brothers Smokehouse and Tavern Colorado Springs, LLC). BBSK has signed a ten-year renewable lease for a restaurant location and building at a combined monthly rental rate of approximately $32,000 per month with BBLLC, whose founders are also the same founders of BBHCLLC.  This first location sets the standard for the brand and establishes a premium location in the setting of a southern, farm-house estate accompanied by a traditional distillery.

BBRG also owns Bourbon Brothers Seafood and Chophouse Colorado Springs, LLC ("BBSF").  BBSF is in negotiations to sign a lease at a combined rental rate from a related party, Bourbon Brothers #14, LLC.

Bourbon Brothers Franchise, LLC ("BBF") - Serves as the franchisor for Bourbon Brothers and is to provide franchise opportunities for Bourbon Brothers Southern Kitchen restaurants.  The suite of management and services that may be made available to franchisee investors include: real estate, restaurant management, and franchise royalties and services.

Bourbon Brothers Brand, LLC ("BBB") - Manages all aspects of the Bourbon Brothers brand and anticipates establishing licensing and royalty agreements with producers of bourbon, spices, cigars and other products that fit the Company's core brand.  It is not anticipated that BBB will directly develop these products, but rather that it will establish joint ventures to leverage the brand in partnership with premium providers of the complementary products. BBB may establish marketing, e-commerce, catalog sales and distribution capabilities to provide for sale of the products through the Company's stores and channels.

All components of the brand have been licensed from BBLLC, a related party entity, with the exception of architectural intellectual property (Note 3). The founding members of BBLLC are also the founding members of BBHCLLC and were issued an aggregate of 10,000,000 Class A Voting Units in BBHCLLC per their pro-rata ownership in BBLLC (Note 6).

Robert B. Mudd is the sole Manager of BBHCLLC and its subsidiaries.

Basis of Presentation

Since inception through December 31, 2013, the Company has devoted all of its efforts to establishing its business. As a result, the Company is considered to be a development stage enterprise.

Management's Plans

The Company reported a net loss of approximately $994,600 for the period from inception (May 13, 2013) through December 31, 2013.  The Company has a limited operating history, and the Company cannot provide any assurance it will be able to raise sufficient funds through future issuances of debt or equity to carry out its business plan.

In May 2013, the Company initiated an offering of Class B non-voting member units to accredited investors at $0.25 per unit, of which $2,438,400 was raised through January 17, 2014.  The Company opened its first restaurant location in Colorado Springs, Colorado, on January 27, 2014. The first location sets the standard for the brand, to be emulated by each of the extension subsidiaries.

In addition, on January 22, 2014, the Company was acquired by Bourbon Brothers Holding Corporation ("BBHC")  (Note 7).