S-1/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1/A

(Amendment No. 3)

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

American Restaurant Concepts, Inc.  

(Name of small business issuer in our charter)

Florida	7221	59-3649554
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	IRS I.D.

14476 Duval Place West, Suite 103 Jacksonville, FL 32218
	Registrant’s telephone number:  904 741-5500 Robert J. Mottern, Esq. Investment Law Group of Gillett, Mottern & Walker, LLP 1230 Peachtree Street, N.E., Suite 2445 Atlanta, Georgia 30309 Phone: (404) 607-6933 Fax: (678) 840-2126  (Name, address and telephone number of agent for service)

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [x]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.

Large accelerated filer [ ]  Accelerated Filer [ ]  

Non-accelerated filer [ ] Smaller reporting company [x]

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered	Proposed maximum offering price per unit	Proposed maximum aggregate offering price	Amount of registration fee [1] [2]
Common Stock offered by the Selling Stockholders [3]	926,667	$0.25	$231,666.75	$12.93

(1) Estimated in accordance with Rule 457(c) of the Securities Act of 1933 solely for the purpose of computing the amount of the registration fee based on recent prices of private transactions.

(2) Calculated under Section 6(b) of the Securities Act of 1933 as $0.0000558 of the aggregate offering price.

(3) Represents shares of the registrant’s common stock being registered for resale that have been issued or will be issued to the selling shareholders named in this registration statement.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay our effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to Section 8(a) may determine.

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PROSPECTUS

AMERICAN RESTAURANT CONCEPTS, INC.

926,667 Shares of Common Stock

Selling shareholders are offering up to 926,667 shares of common stock.  The selling shareholders will offer their shares at $0.25 per share until our shares are quoted on the OTC Bulletin Board and, assuming we secure this qualification, thereafter at prevailing market prices or privately negotiated prices.    We will not receive proceeds from the sale of shares from the selling shareholders.

There are no underwriting commissions involved in this offering.  We have agreed to pay all the costs of this offering. Selling shareholders will pay no offering expenses.

Prior to this offering, there has been no market for our securities. Our common stock is not now listed on any national securities exchange, the NASDAQ stock market, or the OTC Bulletin Board.  There is no guarantee that our securities will ever trade on the OTC Bulletin Board or other exchange.

This offering is highly speculative and these securities involve a high degree of risk and should be considered only by persons who can afford the loss of their entire investment.  See “Risk Factors” beginning on page 8.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is ________________, 2010.

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TABLE OF CONTENTS

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SUMMARY INFORMATION AND RISK FACTORS

You should carefully read all information in the prospectus, including the financial statements and their explanatory notes, under the Financial Statements prior to making an investment decision.  

Organization

American Restaurant Concepts, Inc., a Florida corporation, was incorporated in April 2000.  

Our executive office address is: 14476 Duval Place West, Suite 103, Jacksonville, FL 32218.

Our telephone number is (904) 741-5500.

Our web site is located at www.dickswingsandgrill.com.  Information contained on our website is not part of this Prospectus.

Business

Our business is the franchise of Dick’s Wings restaurants, using the Dick’s Wings product line. Dick’s Wings Express is a limited service restaurant, concentrating on take-out orders.  Dick’s Wings & Grill is a full service restaurant.

We currently only offer individual franchise agreements, under which a qualified purchaser may establish and operate a restaurant under the Dick’s Wings marks and system at a single location within a specified territory.  We currently have a total of nineteen franchised locations, of which fourteen  are full service restaurants and five are express restaurants.  We currently have sixteen locations in Florida and three locations in Georgia.

Our restaurants use the US registered trademarks “Dick’s Wings,” “Dick’s Wings & Grille and design” and “Dick’s Wings Express and design” and the Florida registered trademark “Dick’s Wings and Design.”  The trademarks are owned by Moose River Management, Inc., which is owned by Michael Rosenberger, our President, and were licensed to us in perpetuity in 2007.  We do not pay Moose River any compensation for the use of these marks.  Under our license agreement with Moose River:  

·

We have the right to reproduce the trademarks on or in association with the goods and services covered by the registrations of the trademarks, including in connection with franchising, and on packaging, promotional and advertising material associated herewith.

·

We may not sublicense the trademarks to others without the consent of Moose River other than to franchisees.

·

Moose River agreed not to grant any other party a license to use the trademarks while the license agreement is in effect.

·

We have to right to use any trademarks that Moose River applies for and registers during the duration of the agreement.

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·

The agreement is for a term of fifty years commencing June 2007, with a right to renew the agreement for an additional fifty year term.

As consideration for the rights granted in the agreement, we paid Moose River $100.  Moose River engages in no business other than the license to us.  Mr. Rosenberger, as sole officer and owner of Moose River, does not devote any time to the business of Moose River.

For fiscal year ended December 31, 2008 and for the first nine months of fiscal year 2009, we generated the following percentages of revenues from each of these categories:

	First nine months of fiscal year 2009 (unaudited)		Fiscal year 2008
	Revenues	Percentage of Total Revenues	Revenues	Percentage of Total Revenues
Franchise Fees	$48,031	11.7%	$103,741	15.2%
Franchise Royalties	$344,074	83.8%	$531,847	77.9%
Other Revenue	$18,490	4.5%	$47,423	6.9%
TOTAL	$410,595	100%	$683,011	100%

Dick’s Wings Concept

The Dick’s Wings concept features made to order menu items, including buffalo-style chicken wings covered in one of our fourteen signature sauces. In addition to fresh chicken wings, the Dick’s Wings menu features specialty hamburgers and sandwiches, buffalito soft tacos, finger foods and salads. The fourteen Dick’s Wings sauces from the mildest (teriyaki) to the hottest (blazing) are designed to compliment many of the Dick’s Wings menu items, allowing guests to customize their meal by adding a signature sauce. Our Dick’s Wings Restaurants feature a full bar, including approximately twenty domestic and imported beers on tap, a broad selection of bottled beer, wine and liquor. We also provide an array of value added entertainment with trivia games, 35-40 televisions, 7-10 big screen projection televisions, video games and a family friendly dining area. Our Dick’s Wings Restaurants feature a flexible s ervice model that allows entering guests to order at the counter for dine-in or take-out service or order at the table from our servers.

The Offering

As of the date of this prospectus, we had 34,866,667 shares of common stock outstanding.

Selling shareholders are offering up to 926,667 shares of common stock shares of common stock.  The selling shareholders will offer their shares at $0.25 per share until our shares are quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices.  We will pay all expenses of registering the securities, estimated at approximately $100,000. We will not receive any proceeds of the sale of these securities.

To be quoted on the OTC Bulletin Board, a market maker must file an application on our behalf in order to make a market for our common stock.  The current absence of a public market for our common stock may make it more difficult for you to sell shares of our common stock that you own.

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Financial Summary

Because this is only a financial summary, it does not contain all the financial information that may be important to you. Therefore, you should carefully read all the information in this prospectus, including the financial statements and their explanatory notes before making an investment decision.

Statements of Operations Data

		AMERICAN RESTAURANT CONCEPTS, INC.
		Nine Months Ended		Years ended
		September 27,	September 28,		December 29,	December 30,
		2009	2008		2008	2007
		(Unaudited)
Revenue		$         410,594	$         542,846		$        683,011	$        581,594
Net Income (loss)		$        (189,509)	$         291,731		$        205,089	$        164,906
Net Income (loss) per share		$              (0.01)	$               0.01		$             0.01	$              0.01
	Weighted average number of common shares outstanding - basic and fully diluted	34,000,000	34,000,000		34,000,000	34,000,000

Balance Sheet Data

	September 27,	December 29,
	2009	2008
	(Unaudited)
Cash	$        160,463	$          74,715
Working capital (deficit)	$      (180,371)	$       (11,299)
Total assets	$        217,157	$        210,044
Total current liabilities	$        397,528	$        150,946
Accumulated deficit	$      (775,676)	$       (586,167)
Total Stockholders' deficit	$      (532,092)	$       (573,083)

Risk Factors

In addition to the other information provided in this prospectus, you should carefully consider the following risk factors in evaluating our business before purchasing any of our common stock.  All material risks are discussed in this section.

Because our business model is franchisor based and our future revenues depend in part upon our continued sale of franchises, any decrease in the sale of franchises could decrease our ability to implement our business plan and our future revenues.

Our business model is franchisor- based and our future revenues depend in part upon our continued sale of franchises. As a franchisor, we are be subject to risks incident to a business plan based upon the sale of franchises, including: changes in general economic or local conditions, such as a decrease in demand for the purchase of our franchises due to a decrease in employment or continued adverse downturns in the general economy; changes to preferences that reduce the attractiveness of our franchises to end users; cost and availability of financing for our franchisees; changes in supply or demand of competing franchise opportunities in an area; and changes in governmental regulations that may render the sale of franchises difficult or unattractive.  Our ability to sell franchises could also be reduced due to operating problems experienced by our current or future franchisees as further described in “Risk Factors Related to Our Franchis ees’ Restaurants” set forth below.  And decrease in the sale of franchises could decrease our ability to implement our business plan and our future revenues.

Our revenues depend in large measure on the activities of franchisees we do not control and with which we only have contractual arrangements that may be difficult to enforce, which increases the risk of our future revenue fluctuation or decrease.

Our revenues depend in large measure on the activities of franchisees we do not control and with which we only have contractual arrangements that may be difficult to enforce. Franchisees are independent operators and have a significant amount of flexibility in running their operations, including the ability to set prices of our products in their restaurants. Their employees are not our employees. Although we can exercise control over our franchisees and their restaurant operations to a limited extent through our ability under the franchise agreements to mandate signage, equipment and standardized operating procedures and approve suppliers, distributors and products, the quality of franchise restaurant operations may be diminished by any number of factors beyond our control. These factors are discussed separately as further described in “Risk Factors Related to Our Franchisees’ Restaurants” set forth below.  Consequently , franchisees may not successfully operate restaurants in a manner consistent with our standards and requirements, or may not hire and train qualified managers and other restaurant personnel. Although we ultimately can take action to terminate franchises that do not comply with the standards contained in our franchise agreements, we may not be able to identify problems and take action quickly enough and, as a result, our image and reputation may suffer, and our franchise revenues could fluctuate or decline.

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Increasing regulatory complexity surrounding our operations will continue to affect our operations and results of operations in material ways including reducing our revenues.

We are also subject to a Federal Trade Commission rule and to various state and foreign laws that govern the offer and sale of franchises. These laws regulate various aspects of the franchise relationship, including terminations and the refusal to renew franchises. The failure to comply with these laws and regulations in any jurisdiction or to obtain required government approvals could result in a ban or temporary suspension on future franchise sales, fines, other penalties or require us to make offers of rescission or restitution, any of which could adversely affect our business and operating results. We could also face lawsuits by our franchisees based upon alleged violations of these laws.

If we fail to comply with existing or future laws and regulations, we may be subject to governmental or judicial fines or sanctions. In addition, our and our franchisees’ capital expenditures could increase due to remediation measures that may be required if we are found to be noncompliant with any of these laws or regulations.

Our business may be affected by changes in consumer discretionary spending during this time of economic difficulties in the U.S. economy which could reduce our revenues or impair our financial condition.

We receive revenues in the form of royalties and fees from our franchisees. As a result, our operating results substantially depend upon our franchisees’ sales volumes, restaurant profitability, and financial viability. However, our franchisees are independent operators.  Our and our franchisees’ success depends to a significant extent on discretionary consumer spending, which is influenced by general economic conditions, consumer confidence and the availability of discretionary income. Changes in economic conditions affecting our guests such as those occurring in the U.S. currently could reduce traffic in some or all of our franchisees’ restaurants or limit their ability to raise prices, either of which h could have a material adverse effect on their and our financial condition and results of operations.   As a result, our same store revenues for first nine months of 2009 declined an average of 15% as compared to the first nine months of 2008.

Accordingly, we may experience a decline in sales of franchises and our franchises may experience declines in sales during economic downturns, periods of prolonged elevated energy prices or due to severe weather conditions, health epidemics or pandemics, terrorist attacks or the prospect of such events (such as the potential spread of avian flu). Any material decline in the amount of discretionary spending could reduce our revenues or impair our financial condition.

Our ability to raise capital in the future may be limited, which could adversely impact our business and reduce our revenues.

Changes in our operating plans, acceleration of our expansion plans, lower than anticipated sales, increased expenses or other events, including those described in this section, may cause us to seek additional debt or equity financing. We do not need new capital to operate our existing base of franchised stores, but we will need additional capital if we want to add franchisees on consistent basis or if we want to develop or acquire corporate owned stores.  Our current plan is to increase our number of franchised stores, but that will require that we raise approximately $1,500,000 of additional capital for marketing expenses and to hire the staff to locate, qualify, train and supervise additional franchisees.  We plan to delay expansion of our franchise system until we have raised the capital to pay the expected costs.

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Our current strategy is to grow through franchise stores only. Most franchisors own and operate at least a few corporate owned stores as a method of staying in touch with consumer trends, and as a way to experiment with menu items, promotions, operating procedures, and other improvements to the franchise concept.  We do not currently have any corporate owned stores, and do not plan to open or acquire a corporate owned store in the future.  Our president, Michael Rosenberger, also owns a franchisee that operates three franchised stores, and we believe that the stores controlled by Mr. Rosenberger give us a sufficient platform to experiment with improvements to our franchise concept.  If we change our strategy with regard to corporate owned stores, we will need to raise additional capital to finance the development or acquisition of such stores.

If our revenues were to be reduced due to any of the Risk Factors described in this section, we could need additional financing.  Such financing may not be available on acceptable terms, or at all, and our failure to raise capital when needed could negatively impact our growth and other plans as well as our financial condition and results of operations. Additional equity financing, if available may be dilutive to the holders of our common stock and may involve significant cash payment obligations and covenants and/or financial ratios that restrict our ability to operate and expand.

Insurance may not provide adequate levels of coverage against claims which could indirectly impact our revenues.

We currently maintain no insurance; however our franchisees are required to carry insurance as specified in the franchise agreements and list us as an additional insured.  Under the franchise agreement, we may purchase insurance on their behalf if they fail to do so.  However, there are types of losses they may incur that cannot be insured against or that are not economically reasonable to insure against, such as losses due to environmental claims, natural disasters or terrorism.   We typically do not require that our franchisees procure insurance where it is not economically feasible to do so.  Thus, our franchisees may not be insured against certain natural disasters, like earthquakes, expansive soils, floods, hurricanes, landslides and subsidence.  Given our heavy concentration of stores in Florida, the major uninsured risk that our franchisees may face is hurricane damage.  We believe that all of our franchisees carry i nsurance against hurricane damage because it is typically required by landlords from whom they lease their restaurant location.  However, to the extent any franchisee does not carry hurricane insurance, the franchisee may suffer losses  that could indirectly impact our revenues.

We and our franchisees may be unable to compete effectively in the restaurant industry which could reduce our revenues.

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The restaurant industry is intensely competitive. We believe we compete primarily with franchisors of regional and local sports bars, casual dining and quick casual establishments, and quick service wing-based take-out concepts. We believe our franchisees compete primarily with franchisees of regional and local sports bars, casual dining and quick casual establishments, and quick service wing-based take-out concepts. Many of our direct and indirect competitors are well-established national, regional or local chains with a greater market presence than us. Further, some competitors have substantially greater financial, marketing and other resources than us. In addition, independent owners of local or regional establishments may enter the wing-based restaurant business without significant barriers to entry and such establishments may provide price competition for our franchisees’ restaurants. Competition in the casual dining, quick casual and quick service segments of the restaurant industry is expected to remain intense with respect to price, service, location, concept and the type and quality of food. Our franchisees also face intense competition for real estate sites, qualified management personnel and hourly restaurant staff.

We may not be able to protect our trademarks, service marks or trade secrets and if we do not, our revenues could be reduced.

We place considerable value on our trademarks, service marks and trade secrets. We intend to actively enforce and defend our marks and if violations are identified, to take appropriate action to preserve and protect our goodwill in our marks. We attempt to protect our sauce recipes as trade secrets by, among other things, requiring confidentiality agreements with our sauce suppliers and executive officers. However, we cannot be sure that our franchisees will be able to successfully enforce our rights under our marks or prevent competitors from misappropriating our sauce recipes. We can also not be sure that:

·

our marks are valuable,

·

using our marks does not, or will not, violate others' marks,

·

the registrations of our marks would be upheld if challenged, or our franchisees

·

would not be prevented from using our marks in areas of the country where others might have already established rights to them.

Any of these uncertainties could have an adverse effect on us and our expansion strategy.

Expenses required to operate as a public company will reduce funds available to develop our business and could negatively affect our stock price and adversely affect our results of operations, cash flow and financial condition.

Operating as a public company is more expensive than operating as a private company.  For example, as a public company, we are and may be required to obtain outside assistance from legal, accounting, investor relations, or other professionals that could be more costly than planned. We may also be required to hire additional staff to comply with additional SEC reporting requirements and compliance under the Sarbanes-Oxley Act of 2002. Our failure to comply with reporting requirements and other provisions of securities laws could negatively affect our stock price and adversely affect our results of operations, cash flow and financial condition.

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Because our business plan is based upon the concept of franchising restaurants, our success depends in significant part upon the success of our franchised restaurants, difficulties experienced in opening or operating existing or new restaurants could hinder our ability to implement our business plan and thus reduce our revenues.

Our ability to successfully implement our business plan depends upon the success of our franchised restaurants.  Difficulties experienced in opening or operating existing or new restaurants could hinder our ability to implement our business plan.  We have described these risks under “Risk Factors Related to Our Franchisees’ Restaurants,” below.

Risk Factors Related to Our Franchisees’ Restaurants

Because our business plan is based upon the concept of franchising restaurants, our success depends in significant part upon the success of our franchised restaurants.  Difficulties experienced in our franchisees opening or operating existing or new restaurants could hinder our ability to implement our business plan and reduce our revenues.  We have described each specific of these risks below.

We must identify and obtain a sufficient number of suitable new restaurant sites for us to sustain our revenue growth rate.

We require that all proposed restaurant sites meet our site-selection criteria. There may be errors made in selecting these criteria or applying these criteria to a particular site, or there may be an insignificant number of new restaurant sites meeting these criteria that would enable us to achieve our planned expansion in future periods. Our franchisees face significant competition from other restaurant companies and retailers for sites that meet our criteria and the supply of sites may be limited in some markets. Further, our franchisees may be precluded from acquiring an otherwise suitable site due to an exclusivity restriction held by another tenant. As a result of these factors, costs to obtain and lease sites may increase, or our franchisees may not be able to obtain certain sites due to unacceptable costs. Inability to obtain suitable restaurant sites at reasonable costs may reduce our growth rate.

Our franchising and our franchisees’ restaurants may not achieve market acceptance in the new geographic regions we enter which could reduce revenues we receive from franchisees.

Our expansion plans depend franchising and our franchisees’ opening restaurants in new markets where we or our franchisees have little or no operating experience. Our franchisees may not be successful in operating their restaurants in new markets on a profitable basis. The success of these new restaurants will be affected by the different competitive conditions, consumer tastes and discretionary spending patterns of the new markets as well as the ability to generate market awareness of the Dick’s Wings brand. Sales at restaurants opening in new markets may take longer to reach average annual restaurant sales, if at all, thereby affecting their and our profitability.

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New restaurants added to our existing markets may take sales from existing restaurants which could reduce revenues we receive from franchisees.

Our franchisees intend to open new restaurants in our existing markets, which may reduce sales performance and guest visits for existing restaurants in those markets. In addition, new restaurants added in existing markets may not achieve sales and operating performance at the same level as established restaurants in the market.

Implementing our expansion strategy may strain our resources which could reduce our revenues.

Our expansion strategy may strain our management, financial and other resources. Our franchisees must attract and retain talented operating personnel to maintain the quality and service levels at our existing and future restaurants. Our franchisees must also continue to enhance our operational, financial and management systems. Our franchisees may not be able to effectively manage these or other aspects of our expansion. If our franchisees fail to do so, our business, financial condition, operating results and cash flows could suffer.

Restaurant quarterly operating results may fluctuate due to the timing of special events and other factors, including the recognition of impairment losses.

Our franchisee restaurants’ quarterly operating results depend, in part, on special events, such as the Super Bowl(R) and other popular sporting events, and thus are subject to fluctuations based on the dates for such events. Historically, sales in most of our franchisees’ restaurants have been higher during fall and winter months based on the relative popularity of national, regional and local sporting and other events. Further, our quarterly operating results may fluctuate significantly because of other factors, including:

      o    Increases or decreases in same-store sales;

      o    Fluctuations in food costs, particularly fresh chicken wings;

      o    The timing of new restaurant openings, which may impact margins due

           to the related preopening costs and initially higher restaurant level

           operating expense ratios;

      o    Labor availability and costs for hourly and management personnel;

      o    Changes in competitive factors;

      o    Disruption in supplies;

      o    General economic conditions and consumer confidence;

      o    Claims experience for self-insurance programs;

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      o    Increases or decreases in labor or other variable expenses;

      o    The impact from natural disasters;

      o    Fluctuations in interest rates; and

      o    The timing and amount of asset impairment loss and restaurant closing

           charges.

As a result of the factors discussed above, our quarterly and annual operating results dependant upon franchisee revenues may fluctuate significantly. Accordingly, results for any one quarter are not necessarily indicative of results to be expected for any other quarter or for any year. These fluctuations may cause future operating results to fall below the expectations of securities analysts and investors. In that event, the price of our common stock would likely decrease.

Our franchisees are susceptible to adverse trends and economic conditions in Florida and Georgia which could reduce revenues we receive from franchisees.

As of March 1, 2010, all of our franchised restaurants are located in Florida and Georgia. As a result, our franchisees are susceptible to adverse trends and economic conditions in those states. In addition, given our geographic concentration in the Southeast, negative publicity regarding any of restaurants could have a material effect on our business and operations throughout the region, as could other regional occurrences such as local strikes, new or revised laws or regulations, or disruptions in the supply of food products.

Changes in consumer preferences or discretionary consumer spending could harm our franchisees’ restaurants performance which could reduce revenues we receive from franchisees.

Our franchisees’ success depends, in part, upon the continued popularity of chicken wings, our other menu items, sports bars and casual dining restaurant styles. Our franchisees also depend on trends toward consumers eating away from home more often. Shifts in these consumer preferences could negatively affect our future profitability. Such shifts could be based on health concerns related to the cholesterol, carbohydrate or fat content of certain food items, including items featured on our menu. Negative publicity over the health aspects of such food items may adversely affect consumer demand for our menu items and could result in a decrease in guest traffic to our franchisees’ restaurants, which could materially harm our business. Smoking bans imposed by state or local laws could also adversely impact our franchisees’ restaurants' performance. In addition, our success depends to a significant extent on numerous factors affecting discreti onary consumer spending, including economic conditions, disposable consumer income and consumer confidence. A decline in consumer spending or in economic conditions could reduce guest traffic or impose practical limits on pricing, either of which could harm our business, financial condition, operating results or cash flow.

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Changes in public health concerns may impact our franchisees’ restaurants performance which could reduce revenues we receive from franchisees.

Changes in public health concerns may affect consumer preferences for our products. For example, if incidents of the avian flu occur in the United States, consumer preferences for poultry products may be negatively impacted, resulting in a decline in demand for our products. Similarly, public health concerns over smoking have seen a rise in smoking bans. Such smoking bans may adversely affect our operations to the extent that such bans are imposed in specific locations, rather than state-wide, or that exceptions to the ban are given to bars or other establishments, giving patrons the ability to choose nearby locations that have no such ban. Further, growing movements to lower legal blood alcohol levels may result in a decline in alcohol consumption at our stores or increase the number of dram shop claims made against us, either of which may negatively impact operations.  Under dram shop liability laws, a party injured by an intoxicated person can s ue establishments contributing to that person’s intoxication, such as our franchisees.

A decline in visitors to any of the business districts near the locations of our franchisees’ restaurants could negatively affect our franchisees’ restaurant sales which could reduce revenues we receive from franchisees.

Some of our franchisees’ restaurants are located near high activity areas such as retail centers, big box shopping centers and entertainment centers. Our franchisees depend on high visitor rates at these businesses to attract guests to their restaurants. If visitors to these centers decline due to economic conditions, road construction, changes in consumer preferences or shopping patterns, changes in discretionary consumer spending or otherwise, our restaurant sales could decline significantly and adversely affect our results of operations.

Complaints or litigation may hurt our franchisees’ restaurants which could reduce revenues we receive from franchisees.

Occasionally, guests file complaints or lawsuits against our franchisees’ restaurants alleging that our franchisees are responsible for an illness or injury they suffered at or after a visit to our franchisees’ restaurants. Our franchisees are also subject to a variety of other claims arising in the ordinary course of business, including personal injury claims, contract claims, employment-related claims, claims by franchisees, and claims arising from an incident at a franchised restaurant. The restaurant industry has also been subject to a growing number of claims that the menus and actions of restaurant chains have led to the obesity of certain of their guests. In addition, our franchisees are subject to "dram shop" statutes. These statutes generally allow a person injured by an intoxicated person to recover damages from an establishment that wrongfully served alcoholic beverages to the intoxicated person. Recent litigation against restaurant chains has resulted in significant judgments and settlements under dram shop statutes. Regardless of whether any claims against us are valid or whether our franchisees are liable, claims may be expensive to defend and may divert time and money away from our operations and hurt our performance. A judgment significantly in excess of our insurance coverage or for which our franchisees do not have insurance coverage could materially affect our financial condition or results of operations. Further, adverse publicity resulting from these allegations may adversely affect us and our franchisees’ restaurants.

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Natural disasters and other events could harm our franchisees’ restaurants’ performance which could reduce revenues we receive from franchisees.

A natural disaster, such as a hurricane, a serious and widespread disease, such as an avian flu pandemic, or other events, such as a serious terrorist attack, could have a material adverse effect on our franchisees’ restaurants’ performance.

Government regulations concerning restaurant operations may harm our franchisees’ restaurants’ operations which could reduce revenues we receive from franchisees.

The restaurant industry is subject to numerous federal, state and local governmental regulations, including those relating to the preparation and sale of food and alcoholic beverages, sanitation, public health, fire codes, zoning and building requirements. Termination of the liquor license for any restaurant would adversely affect the revenues of that restaurant and inability to obtain such licenses could adversely affect our expansion plans. Our franchisees’ restaurants are also subject to laws governing our relationships with employees, including benefit, wage and hour laws, and laws and regulations relating to workers' compensation insurance rates, unemployment and other taxes, working and safety conditions and citizenship or immigration status. In certain states our franchisees’ restaurants may be subject to "dram-shop" statutes, which generally provide that a person injured by an intoxicated person has the right to recover damag es from an establishment that wrongfully served alcoholic beverages to the intoxicated person.  A judgment against them under a dram shop statute in excess of our insurance coverage, or any inability to continue to obtain insurance coverage at reasonable costs, could have a material adverse effect on them. Failure to comply with any of these regulations or increases in the minimum wage rate, employee benefit costs or other costs associated with employees, could adversely their operations.

An increase in the cost of food products could adversely affect our franchisees’ operating results which could reduce revenues we receive from franchisees.

If the cost of chicken wings or beef increases, cost of sales will increase and operating income could be reduced. Our restaurants’ primary food products are fresh chicken wings, chicken breast tenders and ground beef. Any material increase in the cost of fresh chicken wings or ground beef could adversely affect operating results. Cost of sales could be significantly affected by increases in the cost of fresh chicken wings and ground beef, which can result from a number of factors, including seasonality, increases in the cost of grain, disease and other factors that affect availability, and greater international demand for domestic chicken and beef products.

Risks Related to the Market for our Stock

Certain of our stockholders hold a significant percentage of our outstanding voting securities which could reduce the ability of minority shareholders to effect certain corporate actions.

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Our officers, directors and 5% or more shareholders and their affiliates are the beneficial owners of approximately 97.8% of our outstanding voting securities.  As a result, they possess significant influence and can elect a majority of our board of directors and authorize or prevent proposed significant corporate transactions. Their ownership and control may also have the effect of delaying or preventing a future change in control, impeding a merger, consolidation, takeover or other business combination or discourage a potential acquirer from making a tender offer.

If our common stock is quoted on the OTC Bulletin Board, it may have an unfavorable impact on our stock price and liquidity.

We anticipate that our common stock will be quoted on the OTC Bulletin Board. The OTC Bulletin Board is a significantly more limited market than the New York Stock Exchange or NASDAQ system. The quotation of our shares on the OTC Bulletin Board may result in a less liquid market available for existing and potential stockholders to trade shares of our common stock, could depress the trading price of our common stock and could have a long-term adverse impact on our ability to raise capital in the future.

We will be subject to penny stock regulations and restrictions and you may have difficulty selling shares of our common stock.

The SEC has adopted regulations which generally define so-called “penny stocks” to be an equity security that has a market price less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exemptions. If our common stock becomes a “penny stock”, we may become subject to Rule 15g-9 under the Exchange Act, or the “Penny Stock Rule”. This rule imposes additional sales practice requirements on broker-dealers that sell such securities to persons other than established customers. For transactions covered by Rule 15g-9, a broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction prior to sale. As a result, this rule may affect the ability of broker-dealers to sell our securities and may affect the ability of purchasers to sell any of our securities in the secondary market.

For any transaction involving a penny stock, unless exempt, the rules require delivery, prior to any transaction in a penny stock, of a disclosure schedule prepared by the SEC relating to the penny stock market. Disclosure is also required to be made about sales commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements are required to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stock.

Our common stock will not initially qualify for exemption from the Penny Stock Rule. In any event, even if our common stock were exempt from the Penny Stock Rule, we would remain subject to Section 15(b)(6) of the Exchange Act, which gives the SEC the authority to restrict any person from participating in a distribution of penny stock, if the SEC finds that such a restriction would be in the public interest.

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Sales of our common stock under Rule 144 could reduce the price of our stock.

There are 766,667 shares of our common stock held by non-affiliates and 34,100,000 shares held by affiliates which Rule 144 of the Securities Act of 1933 defines as restricted securities.  All 766,667 shares held by non-affiliates and 160,000 shares held by affiliates are being registered in this offering.  All shares being registered hereunder are available for resale as of the date of effectiveness of this registration statement. All of the shares that are not being registered hereunder will be available for sale under Rule 144 beginning 90 days after the date of this prospectus, although shares held by affiliates will be subject to restrictions relating to the amount that may be sold in any 90 day period and manner in which such sales may be made, among other limitations.  The availability for sale of substantial amounts of common stock under Rule 144 could reduce prevailing market prices for our securities.

If our stock trades below $5.00 per share, and is quoted on the OTC Bulletin Board, our stock will be considered a "penny stock" which can reduce its liquidity.

If the trading price of our common stock is less than $5.00 per share, our common stock will be considered a "penny stock," and trading in our common stock will be subject to the requirements of Rule 15g-9 under the Securities Exchange Act of 1934. Under this rule, broker/dealers who recommend low-priced securities to persons other than established customers must satisfy special sales practice requirements. The broker/dealer must make an individualized written suitability determination for the purchaser and receive the purchaser's written consent prior to the transaction.

SEC regulations also require additional disclosure in connection with any trades involving a "penny stock," including the delivery, prior to any penny stock transaction, of a disclosure schedule explaining the penny stock market and its associated risks. These requirements severely limit the liquidity of securities in the secondary market because few broker or dealers are likely to undertake these compliance activities. In addition to the applicability of the penny stock rules, other risks associated with trading in penny stocks could also be price fluctuations and the lack of a liquid market.

This prospectus permits selling security holders to resell their shares. If they do so, the market price for our shares may fall and purchasers of our shares may be unable to resell them.

This prospectus includes 926,667 shares being offered by existing stockholders. To the extent that these shares are sold into the market, there may be an oversupply of shares and an undersupply of purchasers. If this occurs the market price for our shares may decline significantly and investors may be unable to sell their shares at a profit, or at all.

Investors may have difficulty in reselling their shares due to the lack of market or state Blue Sky laws. 

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Our common stock is currently not quoted on any market. No market may ever develop for our common stock, or if developed, may not be sustained in the future.

The holders of our shares of common stock and persons who desire to purchase them in any trading market that might develop in the future should be aware that there may be significant state law restrictions upon the ability of investors to resell our shares. Accordingly, even if we are successful in having the Shares available for trading on the OTCBB, investors should consider any market for the Company's securities to be a limited one. We intend to seek coverage and publication of information regarding the company in an accepted publication which permits a "manual exemption." This manual exemption permits a security to be distributed in a particular state without being registered if the company issuing the security has a listing for that security in a securities manual recognized by the state. However, it is not enough for the security to be listed in a recognized manual. The listing entry must contain (1) the names of issuers, officers, and directors, (2) an issuer's balance sheet, and (3) a profit and loss statement for either the fiscal year preceding the balance sheet or for the most recent fiscal year of operations.  We may not be able to secure a listing containing all of this information.  Furthermore, the manual exemption is a non issuer exemption restricted to secondary trading transactions, making it unavailable for issuers selling newly issued securities. Most of the accepted manuals are those published in Standard and Poor's, Moody's Investor Service, Fitch's Investment Service, and Best's Insurance Reports, and many states expressly recognize these manuals. A smaller number of states declare that they “recognize securities manuals” but do not specify the recognized manuals. The following states do not have any provisions and therefore do not expressly recognize the manual exemption: Alabama, Georgia, Illinois, Kentucky, Louisiana, Montana, South Dakota, Tennessee, Vermont and Wisconsin.  

Accordingly, our shares should be considered totally illiquid, which inhibits investors’ ability to resell their shares.

Although we will be a mandatory reporting company under Section 15(d) of the Securites Act of 1933 until and through fiscal year end December 31, 2010, if we do not file a Registration Statement on Form 8-A to become a reporting company under Section 12(g) of the Securities Exchange Act of 1934, we will not be subject to the proxy statement or other information requirements of the 1934 Act, our securities will not be eligible for quotation on the OTC Bulletin Board, and our officers, directors and 10% stockholders will not be required to submit reports to the SEC on their stock ownership and stock trading activity, all of which could reduce the value of your investment and the amount of publicly available information about us.

As a result of this offering as required under Section 15(d) of the Securities Exchange Act of 1934, we will file periodic reports with the Securities and Exchange Commission through December 31, 2010, including a Form 10-K for the year ended December 31, 2010, assuming this registration statement is declared effective before that date.  At or prior to December 31, 2010, we intend voluntarily to file a registration statement on Form 8-A which will subject us to all of the reporting requirements of the 1934 Act. This will require us to file quarterly and annual reports with the SEC and will also subject us to the proxy rules of the SEC. In addition, our officers, directors and 10% stockholders will be required to submit reports to the SEC on their stock ownership and stock trading activity.  We are not required under Section 12(g) or otherwise to become a 1934 Act filer unless we have more than 500 shareholders and total ass ets of more than $10 million on December 31, 2009.  If we do not file a registration statement on Form 8-A at or prior to December 31, 2010, we will continue as a voluntary reporting company and will not be subject to the proxy statement or other information requirements of the 1934 Act, our securities can no longer be quoted on the OTC Bulletin Board, and our officers, directors and 10% stockholders will not be required to submit reports to the SEC on their stock ownership and stock trading activity.

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Our management decisions are made by Michael Rosenberger, President and James R. Shaw, Vice President, if we lose their services, our revenues may be reduced.

The success of our business is dependent upon the expertise of Michael Rosenberger, President, and James R. Shaw, Vice President. Because Messrs. Rosenberger and  Shaw are essential to our operations, you must rely on their management decisions. Messrs. Rosenberger and Shaw will continue to control our business affairs after this filing. We do not have any other members of management that could effectively take over their responsibilities if they left us for any reason, including as a result of a termination of employment, death or disability.  Therefore, if we lose their services, we likely would not be able to hire and retain other management with comparable experience without significant delays and risk.  As a result, the loss of the services of Messrs. Rosenberger and Shaw could reduce our revenues and profitability, without any insurance to compensate us for the loss.  We have not obtained any key man life in surance relating to Messrs. Rosenberger and Shaw.  We have an employment agreement with Mr. Rosenberger that prevents him from competing with us following his termination, but not with Mr. Shaw.  

Our management has limited experience in managing the day to day operations of a public company and, as a result, we may incur additional expenses associated with the management of our business.

The management team, including Messrs. Rosenberger and Shaw, is responsible for our operations and reporting. Although Mr. Shaw had some experience managing a public company in the 1990’s, the requirements of operating as a small public company in today’s regulatory environment are new to the management team and the employees as a whole. This may require us to obtain outside assistance from legal, accounting, investor relations, or other professionals that could be more costly than planned. We may also be required to hire additional staff to comply with additional SEC reporting requirements and compliance under the Sarbanes-Oxley Act of 2002. Our failure to comply with reporting requirements and other provisions of securities laws could negatively affect our stock price and adversely affect our results of operations, cash flow and financial condition.

We are exposed to increased expenses from recent legislation and SEC Rules requiring companies to evaluate internal control over financial reporting which could reduce our revenues.

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Under the current law,  we will become subject to Section 404 of the Sarbanes-Oxley Act of 2002 ("Section 404"), for the year ended December 31 in the fiscal year after the fiscal year in which this registration statement is declared effective.    Section 404 Section 404 requires our management to report on the operating effectiveness of our internal controls over financial reporting, and for our public accounting firm to issue a report assessing our internal controls.   W.T. Uniack & Co., CPAs P.C. is our independent registered public accounting firm, and will be required to attest to the effectiveness of our internal control over financial reporting beginning for our fiscal year ended December 31, 2011. We must establish an ongoing program to perform the system and process evaluation and testing necessary to comply with these requirements. We expect that th e cost of this program will require us to incur expenses and to devote resources to Section 404 compliance on an ongoing basis which will reduce our revenues.

We are also exposed to risks from uncertainties both as to potential regulator action and potential adverse market reaction if we are unable to conclude we have effective internal control over financial reporting when required, which could reduce our stock price.

Regardless of what happens to Section 404, under SEC rules we must still establish an ongoing program to evaluate and test internal controls over financial reporting controls to comply with the requirements for the year ended December 31 in the fiscal year after the fiscal year in which this registration statement is declared effective.  Because we are not currently required to and have not performed these tests, there is uncertainty as to whether we will be able to conclude that our internal controls over financial reporting are effective when we are required to conduct the evaluation. In the event that our Chief Executive Officer, Chief Financial Officer or independent registered public accounting firm determine that our internal control over financial reporting is not effective as defined under Section 404 or under SEC Rules, the SEC or other regulators could take legal action against us and the market will negatively react to this inability, an d the market prices of our shares could be reduced.

Because we do not have an audit or compensation committee, shareholders will have to rely on the entire board of directors, no members of which are independent, to perform these functions.

We do not have an audit or compensation committee comprised of independent directors. Indeed, we do not have any audit or compensation committee. These functions are performed by the board of directors as a whole. None of the members of the board of directors are independent directors as defined by the SEC. Thus, there is a potential conflict in that board members who are management will participate in discussions concerning management compensation and audit issues that may affect management decisions.

Special Information Regarding Forward Looking Statements

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Some of the statements in this prospectus are “forward-looking statements.”  These forward-looking statements involve certain known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements.  These factors include, among others, the factors set forth above under “Risk Factors.”  The words “believe,” “expect,” “anticipate,” “intend,” “plan,” and similar expressions identify forward-looking statements.  We caution you not to place undue reliance on these forward-looking statements.  We undertake no obligation to update and revise any forward-looking statements or to publicly announce the result of any revisions to any of the forward-looking state ments in this document to reflect any future or developments.  However, the Private Securities Litigation Reform Act of 1995 is not available to us as a non-reporting issuer.  Further, Section 27A(b)(2)(D) of the Securities Act and Section 21E(b)(2)(D) of the Securities Exchange Act expressly state that the safe harbor for forward looking statements does not apply to statements made in connection with an initial public offering.

USE OF PROCEEDS

We will not receive any proceeds from the sale of shares offered by the selling shareholders.

DETERMINATION OF OFFERING PRICE

The offering price has been arbitrarily determined and does not bear any relationship to our assets, results of operations, or book value, or to any other generally accepted criteria of valuation. Prior to this offering, there has been no market for our securities.  In order to assure that selling shareholders will offer their shares at $0.25 per share until our shares are quoted on the OTC Bulletin Board, we will notify our shareholders and our Transfer Agent that no sales will be allowed prior to the date our shares are quoted on the OTC Bulletin Board without proof of the selling price.

DILUTION

We are not offering any shares in this registration statement. All shares are being registered on behalf of our selling shareholders.  Thus, there will be no dilution to existing shareholders as a result of the sale of shares in this offering.

SELLING SHAREHOLDERS

The selling shareholders named below are selling the securities.  The table assumes that all of the securities will be sold in this offering. However, any or all of the securities listed below may be retained by any of the selling shareholders, and therefore, no accurate forecast can be made as to the number of securities that will be held by the selling shareholders upon termination of this offering.  These selling shareholders acquired their shares in transactions that were exempt from registration under section 4(2) of the Securities Act of 1933 under the Securities Act of 1933, specifically:

·

From January 12, 2009 to May 27, 2009, we issued 608,667 shares to seventeen investors in consideration for an aggregate investment of $153,700. 578,000 of the shares were sold at $0.25 per share and 30,667 of the shares were sold at $0.30 per share.  The securities were offered pursuant to Rule 506 under SEC Regulation D to accredited or sophisticated investors.

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·

From January 15, 2009 to June 14, 2009, we issued 258,000 shares for paralegal, business plan development, office support/secretarial/business development and branding, accounting, securities legal and operational support to thirteen individuals.  The shares issued for services included 50,000 shares issued to each of Messrs. Rosenberger and Shaw as bonus compensation.  We valued theses shares at $76,800 based on the price at which we were contemporaneously selling shares to cash investors at the time of issuance of the shares for services.  In particular, 12,000 of the shares were valued at $0.25 per share and 246,000 of the shares were valued at $0.30 per share.  

·

Of the shares being registered on behalf of Michael Rosenberger, 50,000 were acquired as bonus compensation in 2009, and the remaining 30,000 were issued to him upon our formation in 2000.

·

Of the shares being registered on behalf of Mr. Shaw, 50,000 were acquired as bonus compensation in 2009, and the remaining 30,000 were acquired from Mr. Rosenberger on January 4, 2009 as part of his agreement to become an officer and director of us.

We believe that the selling shareholders listed in the table have sole voting and investment powers with respect to the securities indicated.  We will not receive any proceeds from the sale of the securities by the selling shareholders.  No selling shareholders are broker-dealers or affiliates of broker-dealers.

Selling Shareholder	Shares to be offered by the Selling Stockholders	Percentage owned before Offering	Amount owned after the offering, assuming all shares sold	Percentage owned after the offering, assuming all shares sold	Material Transactions with Selling Shareholder in past 3 years [2]
Bartelt, Duane	8,000	*	0	0
Champagne, Raymond	10,000	*	0	0
Crowe, Chuck	5,000	*	0	0
Emrick, Bill	24,000	*	0	0
Ferstl, Tom	56,000	*	0	0
Freed, Corey	80,000	*	0	0
Gulie, Barbara	80,000	*	0	0
Gulie, Beverly	80,000	*	0	0
Gulie, Susan	80,000	*	0	0
Hilt, Robert	12,000	*	0	0
Murk, Kay	16,667	*	0	0
Naso, Dominic J	55,000	*	0	0
Paul, Jerry	40,000	*	0	0
Wagner Living Trust	8,000	*	0	0
Williams, Gary	40,000	*	0	0
Franklin L. Silber	4,000	*	0	0

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Shiela Wood	10,000	*	0	0
Denise Annunciata	4,000	*	0	0	Paralegal 11/15/08-6/9/09 [2]
Joanne Wolforth	4,000	*	0	0	Paralegal 11/15/08- 6/9/09 [2]
Kathy Rasler	4,000	*	0	0	Paralegal 11/15/08- 6/9/09 [2]
Benjamin Silber	20,000	*	0	0	Business Plan Development 11/3/08-4/14/09 [2]
Herb Senft	10,000	*	0	0	Business Plan Development 10/13/08-11/18/08 [2]
Susan Lister	24,000	*	0	0	Secretarial 10/13/08 – 8/1/09 [2]
Gerald Smith	12,000	*	0	0	Internet and web support 10/13/08 – 6/24/09 [2]
James Smith	24,000	*	0	0	Business Consulting  10/15/08 – 8/20/09 [2]
Tom Ridenour	50,000	*	0	*	Accountant:  on-going [2]
Katie Ivanov	2,000	*	0	0	Secretarial: on-going [2]
Debra Hill	4,000	*	0	0	Attorney: on-going [2]
James Shaw	80,000	39.1%	13,570,000	38.9%	Officer/Director: on-going [2]
Michael Rosenberger [1]	80,000	53.4%	18,530,000	53.1%	Officer/Director:  on-going [2]
Total	926,667		32,340,000

* Less than 1%

[1]  Excludes 1,500,000 shares held by Shawn Patricia McCarthy, his wife.

[2]  The agreement with these service providers was that if they rendered the required services as described in this column, they would receive these shares.  All service providers rendered the required services.  

Blue Sky

The holders of our shares of common stock and persons who desire to purchase them in any trading market that might develop in the future should be aware that there may be significant state law restrictions upon the ability of investors to resell our shares. Accordingly, even if we are successful in having the Shares available for trading on the OTCBB, investors should consider any secondary market for the Company's securities to be a limited one. We intend to seek coverage and publication of information regarding the company in an accepted publication which permits a "manual exemption." This manual exemption permits a security to be distributed in a particular state without being registered if the company issuing the security has a listing for that security in a securities manual recognized by the state. However, it is not enough for the security to be listed in a recognized manual. The listing entry must contain (1) the names of issuers, offi cers, and directors, (2) an issuer's balance sheet, and (3) a profit and loss statement for either the fiscal year preceding the balance sheet or for the most recent fiscal year of operations.  We may not be able to secure a listing containing all of this information.  Furthermore, the manual exemption is a non issuer exemption restricted to secondary trading transactions, making it unavailable for issuers selling newly issued securities. Most of the accepted manuals are those published in Standard and Poor's, Moody's Investor Service, Fitch's Investment Service, and Best's Insurance Reports, and many states expressly recognize these manuals. A smaller number of states declare that they “recognize securities manuals” but do not specify the recognized manuals. The following states do not have any provisions and therefore do not expressly recognize the manual exemption: Alabama, Georgia, Illinois, Kentucky, Louisiana, Montana, South Dakota, Tennessee, Vermont and Wisconsin.  

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PLAN OF DISTRIBUTION

Our common stock is currently not quoted on any market.  No market may ever develop for our common stock, or if developed, may not be sustained in the future.  Accordingly, our shares should be considered totally illiquid, which inhibits investors’ ability to resell their shares.

Selling shareholders are offering up to 926,667 shares of common stock.  The selling shareholders will offer their shares at $0.25 per share until our shares are quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices.  We will not receive any proceeds of the sale of these securities.  We will pay all expenses of registering the securities.  

The securities offered by this prospectus will be sold by the selling shareholders without underwriters and without commissions.  The distribution of the securities by the selling shareholders may be effected in one or more transactions that may take place in the over-the-counter market or privately negotiated transactions.

The selling shareholders may pledge all or a portion of the securities owned as collateral for margin accounts or in loan transactions, and the securities may be resold pursuant to the terms of such pledges, margin accounts or loan transactions. Upon default by such selling shareholders, the pledge in such loan transaction would have the same rights of sale as the selling shareholders under this prospectus. The selling shareholders may also enter into exchange traded listed option transactions, which require the delivery of the securities listed under this prospectus. After our securities are qualified for quotation on the OTC Bulletin Board, the selling shareholders may also transfer securities owned in other ways not involving market makers or established trading markets, including directly by gift, distribution, or other transfer without consideration, and upon any such transfer the transferee would have the same rights of sale as such selling shareh olders under this prospectus.

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In addition to the above, each of the selling shareholders will be affected by the applicable provisions of the Securities Exchange Act of 1934, including, without limitation, Regulation M, which may limit the timing of purchases and sales of any of the securities by the selling shareholders or any such other person.  We have instructed our selling shareholders that they many not purchase any of our securities while they are selling shares under this registration statement.  We have advised them that we will monitor our stock transfer records on a regular basis and will void any transaction they undertake in violation of this restriction.

Upon this registration statement being declared effective, the selling shareholders may offer and sell their shares from time to time until all of the shares registered are sold; however, this offering may not extend beyond two years from the initial effective date of this registration statement.

There can be no assurances that the selling shareholders will sell any or all of the securities.  In various states, the securities may not be sold unless these securities have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.

All of the foregoing may affect the marketability of our securities. Pursuant to oral promises we made to the selling shareholders, we will pay all the fees and expenses incident to the registration of the securities.

Should any substantial change occur regarding the status or other matters concerning the selling shareholders or us, we will file a post-effective amendment disclosing such matters.  

OTC Bulletin Board Considerations

We anticipate that our stock will not be listed on a securities exchange but will only be qualified for quotation on the OTC Bulletin Board.  To be quoted on the OTC Bulletin Board, a market maker must file an application on our behalf in order to make a market for our common stock.  We have engaged in preliminary discussions with a FINRA Market Maker to file our application on Form 211 with FINRA, but as of the date of this prospectus, no filing has been made.  Based upon our counsel’s prior experience, we anticipate that after this registration statement is declared effective, it will take approximately 2 – 8 weeks for FINRA to issue a trading symbol.

The OTC Bulletin Board is separate and distinct from the NASDAQ stock market.  NASDAQ has no business relationship with issuers of securities quoted on the OTC Bulletin Board.  The SEC’s order handling rules, which apply to NASDAQ-listed securities, do not apply to securities quoted on the OTC Bulletin Board.

Although the NASDAQ stock market has rigorous listing standards to ensure the high quality of its issuers, and can delist issuers for not meeting those standards, the OTC Bulletin Board has no listing standards.  Rather, it is the market maker who chooses to quote a security on the system, files the application, and is obligated to comply with keeping information about the issuer in their files.  FINRA cannot deny an application by a market maker to quote the stock of a company.  The only requirement for inclusion in the bulletin board is that the issuer be current in our reporting requirements with the SEC.  

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Although we anticipate qualifying our securities for quotation on the OTC Bulletin board will increase liquidity for our stock, investors may have greater difficulty in getting orders filled because it is anticipated that if our stock trades on a public market, it initially will trade on the OTC Bulletin Board rather than on NASDAQ.  Investors’ orders may be filled at a price much different than expected when an order is placed.  Trading activity in general is not conducted as efficiently and effectively as with NASDAQ-listed securities.  

Investors must contact a broker-dealer to trade OTC Bulletin Board securities.  Investors do not have direct access to the bulletin board service.  For bulletin board securities, there only has to be one market maker.

Bulletin board transactions are conducted almost entirely manually.  Because there are no automated systems for negotiating trades on the bulletin board, they are conducted via telephone.  In times of heavy market volume, the limitations of this process may result in a significant increase in the time it takes to execute investor orders.  Therefore, when investors place market orders - an order to buy or sell a specific number of shares at the current market price - it is possible for the price of a stock to go up or down significantly during the lapse of time between placing a market order and getting execution.  

Because bulletin board stocks are usually not followed by analysts, there may be lower trading volume than for NASDAQ-listed securities.

LEGAL PROCEEDINGS

There are no pending or threatened lawsuits against us.  

EXPERTS

The balance sheets as of December 28, 2008 and December 30, 2007 , and the related statements of operations, changes in stockholders’ deficit and cash flows for the periods ended December 28, 2008 and December 30, 2007 included in this Prospectus have been audited by W.T. Uniack & Co., CPAs P.C.an independent registered public accounting firm, to the extent set forth in its report and are incorporated herein in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

The legality of the shares offered under this registration statement is being passed upon by Investment Law Group of Gillett, Mottern & Walker, LLP, Atlanta, Georgia

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES LIABILITIES

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Our Bylaws, subject to the provisions of Florida Law, contain provisions which allow the corporation to indemnify any person against liabilities and other expenses incurred as the result of defending or administering any pending or anticipated legal issue in connection with service to us if it is determined that person acted in good faith and in a manner which he reasonably believed was in the best interest of the corporation.  Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS

The Board of Directors elects our executive officers annually.  A majority vote of the directors is required to fill vacancies.  Each director shall be elected for the term of one year, and shall serve until his successor is elected and qualified or until his earlier resignation or removal.  Our directors and executive officers are as follows:

Name	Age	Position
Michael Rosenberger	57	President and Director
James R. Shaw	56	Vice President and Director

Michael Rosenberger has been President and Director since our formation in April 2000.  He has been President of Moose River Management, Inc., the licensor of our trademarks, since its formation in January 2007.   From 1997 to date, Mr. Rosenberger has been President and Director of Hot Wings Concepts, Inc., a franchisee of 3 Dick’s Wings restaurants located in Jacksonville, Florida. From January 2002 until January 2007, he was president of Dick’s Wings USA, Inc., now inactive, which previously owned the rights that are currently licensed to us by Moose River Management, Inc.    Mr. Rosenberger devotes approximately 30 hours per week to our business and approximately 30 hours per week to the business of Hot Wing Concepts.

James R. Shaw has been Vice President and Director since he joined us in October 2008.  From June 2005 to August 2006, he was President of In Touch Parents, Inc, a child protection company.  From August 2004 to date, he has been President of Crescent Hill Capital Corp., a business advisory company.  From June 2004 to August 2006, he was President of In Touch Parents, Inc, a child protection company.  In July 2007, he started an e-commerce web site called E-World Mall Inc. which is currently inactive.  In February 2004, he consented to the entry of an Order of Prohibition from the State of Wisconsin providing that he and his affiliates would not make offers or sales of securities in Wisconsin unless the securities were covered or registered securities under Wisconsin law.   This was the result of a proceeding before the State of Wisconsin Division of Securities alleging that Mr. Shaw violated sec. 551.31(2), Wis. Stats., by employing an unlicensed agent to represent him and a corporation of which he was an officer in connection with the sale of securities in Wisconsin.  Mr. Shaw filed a voluntary Chapter 13 bankruptcy petition in June 2002 and a voluntary Chapter 7 bankruptcy petition in November 2002.  He received a BA from Carson-Newman College in 1979.  

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Family Relationships   

There are no family relationships among our officers or directors.

Legal Proceedings

Except as set forth above, no officer, director, or persons nominated for such positions, promoter, or significant employee has been involved in the last ten years in any of the following:

·

Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer, either at the time of the bankruptcy or within two years prior to that time;

·

Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

·

Being subject to any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending, or otherwise limiting his involvement in any type of business, securities, or banking activities; and

·

Being found, by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission, to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following tables set forth the ownership, as of the date of this prospectus, of our Common Stock by each person known by us to be the beneficial owner of more than 5% of our outstanding Common Stock, our directors, and our executive officers, and our executive officers and directors as a group.  To the best of our knowledge, the persons named have sole voting and investment power with respect to such shares, except as otherwise noted.  There are not any pending or anticipated arrangements that may cause a change in control.  

The information presented below, regarding beneficial ownership of our voting securities, has been presented in accordance with the rules of the Securities and Exchange Commission and is not necessarily indicative of ownership for any other purpose.  Under these rules, a person is deemed to be a "beneficial owner" of a security if that person has, or shares, the power to vote or direct the voting of the security or the power to dispose or direct the disposition of the security.  A person is deemed to own beneficially any security as to which such person has the right to acquire sole or shared voting or investment power within 60 days through the conversion or exercise of any convertible security, warrant, option, or other right.  More than one person may be deemed to be a beneficial owner of the same securities.  

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The percentage of beneficial ownership by any person, as of a particular date, is calculated by dividing the number of shares beneficially owned by such person, which includes the number of shares as to which such person has the right to acquire voting or investment power within 60 days, by the sum of the number of shares outstanding as of such date plus the number of shares as to which such person has the right to acquire voting or investment power within 60 days.  Consequently, the denominator used for calculating such percentage may be different for each beneficial owner. Except as otherwise indicated below and under applicable community property laws, we believe that the beneficial owners of our Common stock listed below have sole voting and investment power with respect to the shares shown.  The business address for all persons is East 14476 Duval Place West, Suite 103, Jacksonville, FL  32218.

Shareholders	# of Shares	Percentage
Michael Rosenberger [1]	20,110,000	57.7%
Shawn Patricia McCarthy [1]	20,110,000	57.7%
James R. Shaw [2]	13,990,000	40.1%
All officers and directors as group [2 persons]	34,100,000	97.8%

[1]  Owned 18,610,000 by Mr. Rosenberger and 1,500,000 by Ms. McCarthy, his wife.

[2]  Owned 13,650,000 by Mr. Shaw, and 340,000 by Crescent Hill Capital Corporation, a company majority owned by Mr. Shaw.

This table is based upon information derived from our stock records.  Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, each of the shareholders named in this table has sole or shared voting and investment power with respect to the shares indicated as beneficially owned.  Applicable percentages are based upon 34,866,667 shares of Common Stock outstanding as of March 1, 2010.

DESCRIPTION OF SECURITIES

The following description is a summary of the material terms of the provisions of our Articles of Incorporation and Bylaws as they relate to our capital structure.  The Articles of Incorporation and Bylaws are available for inspection upon request.

We have 100,000,000 authorized shares of Common Stock with a $.01 par value.  All shares are equal to each other with respect to liquidation and dividend rights.  Holders of voting shares are entitled to one vote for each share they own at any shareholders' meeting.  Holders of our shares of Common Stock do not have cumulative voting rights.

Each share of Common Stock entitles the holder to one vote, either in person or by proxy, at meetings of shareholders.  The holders are not permitted to vote their shares cumulatively.  Accordingly, the shareholders of our Common

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Stock who hold, in the aggregate, more than fifty percent of the total voting rights can elect all of our directors and, in such event, the holders of the remaining minority shares will not be able to elect any of the such directors.  The vote of the holders of a majority of the issued and outstanding shares of Common Stock entitled to vote thereon is sufficient to authorize, affirm, ratify, or consent to such act or action, except as otherwise provided by law.

Holders of Common Stock are entitled to receive ratably such dividends, if any, as may be declared by the Board of Directors out of funds legally available.  Although we made distributions to our sole owner when we were an S Corporation in 2007 and 2008, since our conversion to a C Corporation in January 2009, we have not paid any dividends, and we presently anticipate that all earnings, if any, will be retained for development of our business.  Any future disposition of dividends will be at the discretion of our Board of Directors and will depend upon, among other things, our future earnings, operating and financial condition, capital requirements, and other factors.

Holders of our Common Stock have no preemptive rights or other subscription rights, conversion rights, redemption, or sinking fund provisions.  Upon our liquidation, dissolution, or winding up, the holders of our Common Stock will be entitled to share ratably in the net assets legally available for distribution to shareholders after the payment of all of our debts and other liabilities.  There are not any provisions in our Articles of Incorporation or our Bylaws that would prevent or delay change in our control.  There is no conversion, preemptive or other subscription rights or privileges with respect to any shares.  

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES LIABILITIES

Our current Articles and Bylaws do not contain any provision which authorize us to indemnify any person against liabilities and other expenses incurred as the result of defending or administering any pending or anticipated legal issue in connection with service to us.   However, Section 607.0850 contains a statutory right to indemnification in under certain circumstances.  Insofar, indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers, and controlling persons.  We have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.

DESCRIPTION OF BUSINESS

Organization

American Restaurant Concepts, Inc., a Florida corporation, was incorporated in April 2000.  

Business

Our business is the franchise of Dick’s Wings restaurants, using the Dick’s Wings product line. Dick’s Wings Express is a limited service restaurant, concentrating on take-out orders.  Dick’s Wings & Grill is a full service restaurant.

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We currently only offer individual franchise agreements, under which a qualified purchaser may establish and operate a restaurant under the Dick’s Wings marks and system at a single location within a specified territory.  We currently have a total of nineteen franchised locations, of which fourteen are full service restaurants and five are express restaurants.  We currently have sixteen locations in Florida and three locations in Georgia.

Our restaurants use the US registered trademarks “Dick’s Wings,” “Dick’s Wings & Grille and design” and “Dick’s Wings Express and design” and the Florida registered trademark “Dick’s Wings and Design.”   The trademarks are owned by Moose River Management, Inc., which is owned by Michael Rosenberger, our President, and were licensed to us in perpetuity in 2007.  We do not pay Moose River any compensation for the use of these marks.  Under our license agreement with Moose River:  

·

We have the right to reproduce the trademarks on or in association with the goods and services covered by the registrations of the trademarks, including in connection with franchising, and on packaging, promotional and advertising material associated herewith.

·

We may not sublicense the trademarks to others without the consent of Moose River other than to franchisees.

·

Moose River agreed not to grant any other party a license to use the trademarks while the license agreement is in effect.

·

We have to right to use any trademarks that Moose River applies for and registers during the duration of the agreement.

·

The agreement is for a term of fifty years commencing June 2007, with a right to renew the agreement for an additional fifty year term.  

As consideration for the rights granted in the agreement, we paid Moose River $100.  Moose River engages in no business other than the license to us.  Mr. Rosenberger, as sole officer and owner of Moose River, does not devote any time to the business of Moose River.

For fiscal year ended December 31, 2008 and for the first nine months of fiscal year 2009, we generated the following percentages of revenues from each of these categories:

	First nine months of fiscal year 2009 (unaudited)		Fiscal year 2008
	Revenues	Percentage of Total Revenues	Revenues	Percentage of Total Revenues
Franchise Fees	$48,031	11.7%	$103,741	15.2%
Franchise Royalties	$344,074	83.8%	$531,847	77.9%
Other Revenue	$18,490	4.5%	$47,423	6.9%
TOTAL	$410,595	100%	$683,011	100%

Dick’s Wings Concept

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The Dick’s Wings concept features made to order menu items, including buffalo style chicken wings covered in one of our fourteen signature sauces. In addition to fresh chicken wings, the Dick’s Wings menu features specialty hamburgers and sandwiches, buffalito soft tacos, finger foods and salads. The fourteen Dick’s Wings sauces from the mildest, teriyaki to the hottest blazing, are designed to compliment many of the Dick’s Wings menu items, allowing guests to customize their meal by adding a signature sauce. Our Dick’s Wings Restaurants feature a full bar, including approximately twenty domestic and imported beers on tap, a broad selection of bottled beer, wine and liquor. We also provide an array of value added entertainment with trivia games, 35-40 televisions, 7-10 big screen projection televisions, video games and a family friendly dining area. Our Dick’s Wings Restaura nts feature a flexible service model that allows entering guests to order at the counter for dine in or take out service or order at the table from our servers.

Current Restaurant Locations

As of April 1, 2010, we franchised 16 Dick’s Wings restaurants in the following cities in Florida:  

Jacksonville, FL  (10)

Callahan, FL  

Green Cove, FL  

Middleburg, FL  

Stark, FL

Yulee, FL

SR 16 Express  

We also franchised 3 Dick’s Wings restaurants in the following cities in Georgia:  

Folkston, GA  

St. Mary's, GA  

Waycross, GA  

Restaurants range in size from 4,000 to 7,600 square feet, with an average of approximately 5,600 square feet for restaurants that have opened in the last three years. We anticipate that future restaurants will range in size from 4,500 square feet to 6,400 square feet with an average cash investment per restaurant of approximately $1.2 million, excluding preopening expenses of approximately $180,000. From time to time, we expect that restaurants may be smaller or larger or cost more or less than our targeted range, depending on the particular circumstances of the selected site or market.         

Restaurants are typically open on a daily basis from 11 a.m. to 2 a.m. Closing times vary depending on the day of the week and city and state regulations governing the sale of alcoholic beverages. Our franchise agreements require franchisees to operate their restaurants for a minimum of 12 hours a day.  

Kitchen Operations

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An important aspect of our concept is the efficient design, layout and execution of our kitchen operations. Due to the relatively simple preparation of our menu items, the kitchen consists of fryers, grill and food prep stations that are arranged assembly-line style for maximum productivity. Given our menu and kitchen design, we are able to staff our kitchen with hourly employees who require only basic training before reaching full productivity. Additionally, we do not require the added expense of an on-site chef. The ease and simplicity of our kitchen operations allows us to achieve our goal of preparing casual dining quality food with minimal wait times. We also believe the ease of our kitchen operations is a significant factor in attracting franchisees.        

Food Preparation, Quality Control and Purchasing        

We strive to maintain high quality standards. Our systems are designed to protect our food supply throughout the preparation process. We provide detailed specifications to suppliers for our food ingredients, products and supplies. Our restaurant managers are certified in a comprehensive food safety and sanitation course, ServSafe, developed by the National Restaurant Association Educational Foundation.        

We negotiate directly with independent suppliers for our supply of food and paper products. We use members of UniPro Food Services, Inc., a national cooperative of independent food distributors, to distribute these products from the suppliers to our restaurants. To maximize our purchasing efficiencies and obtain the lowest possible prices for our ingredients, products and supplies, our purchasing team negotiates prices based on system-wide usage for franchised restaurants. We believe that competitively priced, high quality alternative manufacturers, suppliers, growers and distributors are available should the need arise.        

We utilize T. Marzetti company for the production of our signature sauces. They maintain sufficient inventory levels to ensure consistent supply to our restaurants. We have a confidentiality agreement with Marzetti which prevents our sauces from being supplied to, or manufactured for, anyone else.        

Fresh chicken wings are an important component of our cost of sales. Prices are generally based on the underlying commodity price of chicken wings plus additional costs for handling and distribution. Fresh chicken wings accounted for approximately 24%, 27%, and 34% of our cost of sales in 2006, 2005, and 2004, respectively. We ensure consistent supply of high quality chicken wings by utilizing four to six suppliers, with Peco Foods, Inc. currently accounting for approximately 33% of the total system-wide supply. Given our multiple suppliers and the commodity nature of fresh chicken wings, we believe we have sufficient supplier flexibility to maintain a consistent chicken wing supply. We regularly review our buying procedures to ensure quality and cost optimization.  

Site Selection and Development

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Our site selection process is integral to the successful execution of our growth strategy. We have processes for identifying, analyzing and approving new markets, as defined by the A.C. Nielson designated market areas in the United States. In selecting designated market areas, we collect and review restaurant industry data relating to restaurant sales, spending on food away from home and expected restaurant growth in the market, as well as market demographics, population data and relative media costs for radio and television advertising. Once a market is identified, we use a trade area and site selection evaluation system, which has been customized for the requirements of the Dick’s Wings system, to assist in identifying suitable trade areas within that market and suitable sites within identified trade areas. Criteria examined to determine appropriate trade areas include the presence of a casual dining corridor, projected growth within the trade area, the locations of key big box retailers and multi-screen movie theaters in the neighborhood, key demographics and population density, drive time and trade area analysis and other quantitative and qualitative measures. Once a suitable trade area is identified, we examine site-specific details including visibility, signage, access and parking.

Marketing and Advertising 

We have created a unique marketing program designed to communicate a distinctive and consistent brand that differentiates Dick’s Wings from our competitors and that showcases our food in a fun and energetic atmosphere. These efforts include marketing campaigns and advertising to support our franchised restaurants. The primary goal of these efforts is to build brand awareness throughout the United States. In addition, advertising campaigns are also designed to:

·

drive positive same-store sales through additional visits by our existing guests and visits by new guests,

·

increase margins,

·

increase average order size, and

·

support strong restaurant openings.        

Marketing Campaigns

Our primary marketing campaigns focus on a particular menu item, day or daypart in an attempt to drive traffic and build brand awareness.  Our secondary marketing campaigns focus on reaching beyond the core Dick’s Wings guest. Given our strategy to be a neighborhood destination, community marketing is also a key to developing brand awareness in each market. Restaurants actively sponsor local sporting teams and sporting events to drive guest traffic associated with those activities.        

Advertising

Our media advertising focuses on positioning the Dick’s Wings brand as an inviting neighborhood dining location. Our commercials, print advertisements and radio spots are irreverent by design and have been recognized in the restaurant and advertising industries for their creativity.   We currently design our advertising campaigns to alternate between TV, print and radio in two to three week intervals, with thirty day breaks in advertising at the completion of each cycle.

Franchise Involvement

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System-wide campaigns and promotions are developed and implemented with input from the Dick’s Wings National Advertising Advisory Board. This volunteer franchisee board is elected by franchisees annually and meets regularly to review marketing strategies, provide input on advertising messages and vendor co-op programs, and discuss marketing objectives.  

Restaurant Franchise Operations 

Our concept continues to attract a strong group of franchisees, many of whom have substantial prior restaurant operations experience. Our franchisees execute a separate franchise agreement for each restaurant opened, typically providing for a 15 to 20-year initial term, with an opportunity to enter into a renewal franchise agreement subject to certain conditions. Our agreement currently requires franchisees to pay an initial franchise fee of $42,500 for the first restaurant opened and $32,500 for each additional restaurant they open. The $32,500 fee is reduced to $12,500 if the additional restaurant is in the designated area of the franchisee's existing restaurant.    

Franchisees also pay us a royalty fee of 5.0% of their restaurant sales. Franchise agreements typically allow us to assess franchisees advertising fees of up to 2.0% of their restaurant sales for regional advertising and up to 1% of restaurant sales for an ad fund.  Instead of collecting the full 3% that we are permitted to assess franchisees, we have instead been charging franchisees an advertising fee of $250 per store per month, and we have no plans to change or increase the advertising fees we charge franchisees.

All of our franchise agreements require that each franchised restaurant be operated in accordance with our defined operating procedures, adhere to the menu established by us, meet applicable quality, service, health and cleanliness standards and comply with all applicable laws. We ensure these high standards are being followed through a variety of means including mystery shoppers and announced and unannounced quality assurance inspections. We also employ franchise consultants to assist our franchisees in developing profitable operations and maintaining our operating standards. We may terminate the franchise rights of any franchisee who does not comply with our standards and requirements. We believe that maintaining superior food quality, an inviting and energetic atmosphere and excellent guest service are critical to the reputation and success of our concept; therefore, we aggressively enforce the contractual requirements of our franchise agreements. &n bsp;      

Franchisees are required to report sales on a daily basis through an on-line reporting network and submit their restaurant-level financial statements on a quarterly or annual basis.  

Insurance Requirements for Franchisees

Our franchise agreements require that our franchisees carry certain insurance continuously during the term of the agreement as follows:

·

General liability insurance with policy limits of $1,000,000 per occurrence and $2,000,000 in the aggregate, and with umbrella coverage of $2,000,000;

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·

Worker’s compensation insurance;

·

Dram shop insurance and automobile insurance if automobiles are assets of franchisee.

Each policy must:

·

be obtained from an insurance carrier that has and maintains a best's insurance reports rating of A, Class VIII, or better;

·

name us as an additional insured and afford separate coverage to each named insured;

·

provide for a deductible of not more than $500 per occurrence;

·

contain no provision that limits or reduces franchisee's coverage on account of a claim against franchisee by us; and

·

provide for not less than 30 days' prior notice to us of cancellation or non-renewal.

We typically do not require that our franchisees procure insurance where it is not economically feasible to do so.  Thus, our franchisees may not be insured against certain natural disasters, like earthquakes, expansive soils, floods, hurricanes, landslides and subsidence.

Competition

The restaurant industry is intensely competitive. We compete on the basis of the taste, quality and price of food offered, guest service, ambience, location, and overall dining experience. We believe that our attractive price-value relationship, the atmosphere of our restaurant, our flexible service model and the quality and distinctive flavor of our food enable us to differentiate ourselves from our competitors. We believe we compete primarily with local and regional sports bars and casual dining and quick casual establishments, as well as with quick service restaurants such as wing-based take-out concepts. Many of our direct and indirect competitors are well-established national, regional or local chains and some have substantially greater financial and marketing resources than we do. We also compete with many restaurant and retail establishments for site locations and restaurant employees.           & nbsp;                         

Proprietary Rights 

We license the rights to the US registered trademarks “Dick’s Wings,” “ Dick’s Wings & Grille and design” and “Dick’s Wings Express and design” and the Florida registered trademark “Dick’s Wings and Design.” from Moose River Management, Inc., which is owned by our president.  The license is exclusive.  The term of the Agreement is for 50 years, with a right to renew for an additional 50 years.

We attempt to protect our sauce recipes as trade secrets by, among other things, requiring a confidentiality agreement with our sauce supplier and executive officers. It is possible that competitors could develop recipes and procedures that duplicate or closely resemble our recipes and procedures. We believe that our trademarks, service marks and other proprietary rights have significant value and are important to our brand-building efforts and the marketing of our restaurant concept. We vigorously protect our proprietary rights. We cannot predict, however, whether steps taken by us to protect our proprietary rights will be adequate to prevent misappropriation of these rights

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or the use by others of restaurant features based upon, or otherwise similar to, our concept. It may be difficult for us to prevent others from copying elements of our concept and any litigation to enforce our rights will likely be costly and may not be successful. Although we believe that we have sufficient rights to all of our trademarks and service marks, we may face claims of infringement that could interfere with our ability to market restaurants and promote our brand. Any such litigation may be costly and divert resources from our business. Moreover, if we are unable to successfully defend against such claims, we may be prevented from using our trademarks or service marks in the future and may be liable for damages.  

Franchise Agreement with Affiliates

From 1997 to date, Mr. Rosenberger, our president and director, has been President and Director of Hot Wings Concepts, Inc., a franchisee of 3 Dick’s Wings restaurants located in Jacksonville, Florida.  These three franchisees operate under a single franchise agreement containing the same terms, conditions and requirements as those of our other franchisees, except that Hot Wings was not required to pay an initial franchisee fee in order to become a franchisee.  We believe that Mr. Rosenberger’s operation of these restaurants is beneficial to our franchise system as a whole in that it allows Mr. Rosenberger a better opportunity directly to identify issues or potential problems in restaurant operations that may affect other franchisees and to implement changes or improvements to our franchise system which will benefit our other franchisees and our business.

Government Regulation  

The restaurant industry is subject to numerous federal, state and local governmental regulations, including those relating to the preparation and sale of food and alcoholic beverages, sanitation, public health, fire codes, zoning and building requirements. Each restaurant requires appropriate licenses from regulatory authorities allowing it to sell liquor, beer and wine, and each restaurant requires food service licenses from local health authorities. Our licenses to sell alcoholic beverages must be renewed annually and may be suspended or revoked at any time for cause, including violation by us or our employees of any law or regulation pertaining to alcoholic beverage control, such as those regulating the minimum age of employees or patrons who may serve or be served alcoholic beverages, the serving of alcoholic beverages to visibly intoxicated patrons, advertising, wholesale purchasing and inventory control. The failure of a restaurant to retain liquo r or food service licenses could have a material adverse effect on operations.

Our franchisees are also subject to laws governing our relationships with employees, including laws and regulations relating to benefits, wages, hours, workers' compensation insurance rates, unemployment and other taxes, working and safety conditions and citizenship or immigration status. They may also be subject in certain states to "dram-shop" statutes, which generally allow a person injured by an intoxicated person to recover damages from an establishment that wrongfully served alcoholic beverages to the intoxicated person.

In addition, we are subject to various state and federal laws relating to the offer and sale of franchises and the franchisor-franchisee relationship. In general, these laws and regulations impose specific disclosure and registration requirements prior to the sale and marketing of franchises and regulate certain aspects of the relationship between franchisor and franchisee.

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Federal Franchise Requirements.  Federal franchise regulations have been put in place by the Federal Trade Commission (FTC) to ensure full disclosure of information relating to a franchise company prior to the purchase of a franchise. The basic disclosure rule requires a franchisor to provide potential franchisees with a disclosure document (Franchise Disclosure Document or “FDD”).  The FTC rule requires disclosure only and does not require registration, filing, review, or approval of any disclosures, advertising, or agreements by the FTC. Civil litigants do not have a private right of action under the FTC regulations. 

State Requirements: Florida regulations requires that franchise companies selling in the state of Florida or selling to Florida residents follow the FTC requirements.   Unlike the FTC, Florida law gives franchise purchasers a private right of action for violations of FTC regulations . Florida also prohibits certain misrepresentations in connection with the selling or establishing a franchise under the Florida Franchise Misrepresentation Act.  Florida requires disclosure only and does not require registration, filing, review or approval of any disclosures, advertising or agreements. Franchise companies are exempt from Florida’s business opportunities regulations if they comply with the FTC regulations and file an annual exemption form.

Georgia law does not have regulations which provide franchisees with a private right of action for violations of FTC requirements. Georgia provides protection to franchise purchasers under Georgia’s Business Opportunity statutes; however, the license of a federally registered trademark or service mark to a franchise purchaser is exempt from Georgia’s business opportunity statutes.  Georgia does not requirement registration, filing, review or approval of any disclosures, advertising or agreements. 

Most states do not require prior registration, filing or review of franchise materials prior to the sale of a franchise in that state.   Hawaii, Illinois, Indiana, Maryland, Michigan, Minnesota, New York, North Dakota, Rhode Island, South Dakota, Virginia, Washington and Wisconsin all require prior registration, filing or review of franchise materials prior to the sale of a franchise in the state, and we are not registered to sale franchises in any of those states.

Research and Development

We did not incur any research and development expenses in our last two fiscal years.  

Employees

We have four full-time employees as follows:  

Operations – 1

Administrative – 1

Management – 2

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Disclosure Regarding Forward Looking Statements

This registration statement contains forward-looking statements.  In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “intends,” “potential” and similar expressions.  All of the forward-looking statements contained in this registration statement are based on estimates and assumptions made by our management. These estimates and assumptions reflect our best judgment based on currently known market and other factors. Although we believe such estimates and assumptions are reasonable, they are inherently uncertain and involve risks and uncertainties. In addition, management’s assumptions about future events may prove to be inaccurate. We caution you that the forward-looking statements contain ed in this registration statement are not guarantees of future performance and we cannot assure you that such statements will be realized. In all likelihood, actual results will differ from those contemplated by such forward-looking statements as a result of a variety of factors, including those factors discussed in “Risk Factors”. We will update these forward-looking statements only as required by law. However, we do not undertake any other responsibility to update any forward-looking statements.

Overview

Our business is the franchise of Dick’s Wings restaurants, using the Dick’s Wings product line. Dick’s Wings Express is a limited service restaurant, concentrating on take-out orders.  Dick’s Wings & Grill is a full service restaurant.

We currently only offer individual franchise agreements, under which a qualified purchaser may establish and operate a restaurant under the Dick’s Wings marks and system at a single location within a specified territory.  We currently have 16 franchisees located in Florida and three franchisees located in Georgia.

Results of Operations

Fiscal years ended December 28, 2008 and December 30, 2007

During the fiscal years ended December 28, 2008 and December 30, 2007, our revenues were $683,011 and $581,594, respectively, an increase of $101,417.  We had 17 franchised locations at the end of 2008 as compared to 19 locations at the end of 2007, as four locations closed and two new locations opened.  Of the four stores that closed, two closed because the stores were not profitable due to management issues or store location and one closed because the store lease expired.  The final store that closed was our initial express location that was initially opened to test the concept of an express wing restaurant, but which concluded did not have the right format to succeed, such as the lack of beer and wine license, tv’s and inadequate seating area.    

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Our increased revenues were largely attributable increased franchise fees and increased other revenue, as our royalty income was unchanged.  Below is a comparison of our revenues by category:

	2008	2007
Royalty income	$     496,226	$     514,901
Franchise fees	103,741	29,498
Other revenue	83,044	37,195
Total revenue	$     683,011	$     581,594

Our royalty income from same-store sales (stores opened for all of 2007 and 2008) was $323,275 in 2008 as compared to $325,819 in 2007, a decrease of (0.8%).  Royalty income from stores that did not meet our criteria for same store sales was $172,951 in 2008 versus $176,907 in 2007, a decline of (2.2%).  Among the stores that did not meet our criteria for same-store sales were five stores that closed in either 2007 or 2008, which contributed $18,778 of royalty income in 2008 versus $71,411 of royalty income in 2008, a decline of ($52,632) from those stores.  In addition, we had six new stores open in either 2007 or 2008, which contributed royalty income of $141,335 in 2008 and $101,466 in 2007.   Finally, we had one store open and close during this period, which contributed $12,838 and $4,031 of royalty income in 2008 and 2007, respectively.  Our franchise fees increased as a result of increased activity signing up new fran chisees. Our other revenue increased as a result of increased rebates from food vendors in connection with the renewal of supply agreements.

Our operating expenses increased from $382,765 in 2007 to $450,529 in 2008, an increase of 17.7%.  Because our revenues increased more than our operating expenses increased, our operating income increased from $198,829 in 2007 to $232,482 in 2008, an increase of 16.9%.  Our change in operating expenses was attributable to the following factors:

·

The major change in our operating expenses was an increase in salaries and wages from $115,071 in 2007 to $273,442 in 2008, an increase of 138%.  The most significant factor that caused salaries and wages to increase was an increase in the compensation of our chief executive officer which resulted from personal credit charges of $82,025 in 2008, as compared to $0 in 2007, and the increase in his salary from $47,500 in 2007 to $100,451 in 2008.  

·

General and administrative expenses declined from $218,688 in 2007 to $140,427 in 2008, a decline of 36%.  The decline in general and administrative expenses from 2007 to 2008 was due to expense controls instituted in 2008 to deal with the difficult economic conditions in fiscal 2008.   

·

Professional fees were roughly flat, declining from $43,106 in 2007 to $36,660 in 2008, a drop of 15%.  

·

Depreciation and amortization dropped from $5,900 in 2007 to $0 in 2008 as we disposed of or fully depreciated all of our depreciable property in 2007.

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Net income increased from $164,906 in 2007 to $205,089 in 2008, an increase of 24%.   The increase in net income was attributable to increased operating income in 2008 as compared to 2007, as well as lower interest expense in 2008 as compared to 2007 as a result of a drop in prevailing interest rates in 2008, which reduced interest expense on our bank debt.

Nine Months ended September 27, 2009 and September 28, 2008

During the nine months ended September 27, 2009 and September 28, 2008, our revenues were $410,595 and $542,846, respectively, a decrease of $132,251, or 24.4%.  We had 20 franchised locations at the end of each period. During the nine months ended September 27, 2009, we closed one franchise location and opened three new locations.  The store that closed did so because its store lease expired.      

Our decreased revenues were largely attributable decreased franchise fees and increased other revenue, as our royalty income was unchanged.  Below is a comparison of our revenues by category:

	2009	2008
Royalty income	341,073	391,635
Franchise fees	48,031	100,954
Other revenue	21,490	50,257
Total revenue	410,595	542,846

Our royalty income from same-store sales (stores opened for all nine months of both 2009 and 2008) was $269,897 in 2009 as compared to $318,688 in 2008, a decrease of ($48,791), or 15.3%.  Royalty income from stores that did not meet our criteria for same store sales was $40,274 in 2008 versus $33,235 in 2007, an increase of 21.2%.  Our royalty income decreased due to lower sales by franchisees as a result of tough economic conditions, increased vacancies of anchor tenants in some shopping centers which reduced overall traffic to the shopping center significantly, and temporary cessation of operations at two stores for remodeling.  While we expect sales to increase as the economy improves, sales at locations that are adversely affected by vacancies in their shopping center may not rise until the vacancy rate decreases, particularly among anchor tenants.  

Our franchise fees decreased as a result of decreased activity signing up new franchisees. In October 2008, we entered into an area development agreement with an entity that paid $400,000 for the exclusive rights to sign new franchisees in Florida, as long as the entity opened new locations in accordance with a schedule in the agreement.  As a result, we ceased looking for new franchisees and our franchise fee income largely represents the amortization of deferred revenue associated with that the area development agreement.   Our other revenue decreased primarily as a result of lower rebates from food vendors as more supply contracts renewed in 2008 as compared to 2009.

Our operating expenses increased from $232,205 in 2008 to $583,544 in 2009, an increase of $351,339, or 151%.  Because our revenues decreased while our operating expenses increased,

42

our recorded an operating loss of ($172,950) in 2009 as compared to operating income of $310,641 in 2008.  Our change in operating expenses was attributable to the following factors:

·

The major change in our operating expenses was an increase in salaries and wages from $114,985 in 2008 to $229,453 in 2009, an increase of $114,468, or 100%.  The most significant factors that caused salaries and wages to increase was an increase in personal credit charges of our chief executive officer that were charged to compensation expense in 2009 as compared to 2008, the elimination of a salary for our chief executive officer in 2009, and a bonus of $37,075 to our chief executive officer that we declared in 2009 in form of the foregiveness of loans that had been made to him in prior years.  

·

Professional fees increased substantially from $23,052 in 2008 to $180,001 in 2009, an increase of $156,949, or 681%.  Professional fees increased as a result of legal, accounting and audit fees incurred as a result of a registration statement that we filed under the Securities Act of 1933.  Professional fees also increased because of fees paid to our area development partner.  In particular, an area development agreement that we signed in late 2008 provided that we would pay the area development partner 60% of the royalties we received from any stores for which we delegated management and supervision duties to the partner.  Amounts paid to the area development partner under this provision in 2008 and 2009 were $0 and $110,855, respectively.  In late 2009, we ceased the area development partner’s management responsibility over those stores, and thus our obligation to continue making the payments ceased.    

·

General and administrative expenses were roughly flat, increasing from $94,168 in 2008 to $97,290 in 2009, an increase of 3.3%.

·

Stock-based compensation increased from $0 in 2008 to $76,800 in 2009 as a result of 258,000 shares of common stock issued to 13 individuals for various services.

Net income (loss) decreased from income of $291,731 in 2008 to a loss of ($189,509) in 2009.   The decrease in net income was attributable to decreased operating income in 2009 as compared to 2008.  Interest expense was slightly lower in 2009 as compared to 2008 as a result of reductions in the average principal balance of our outstanding debt.

Liquidity and Sources of Capital

Our balance sheet as of September 27, 2009 reflects cash of $160,463, current assets (excluding restricted cash) of $208,501, current liabilities of $397,528, and a working capital deficit of ($180,371).  As of December 28, 2008, we had cash of $74,715, current assets (excluding restricted cash) of $117,990, current liabilities of $150,946, and a working capital deficit of ($11,299).   The major factors causing our decrease in working capital in the nine months ended September 27, 2009 was our net loss of ($189,509) in the period, the reclassification of $252,872 of long-term bank debt as a current asset because of our default on the loan, offset by a noncash expense associated with the issuance of common stock for services of $76,800, and the receipt of $153,700 in proceeds from the issuance of our common stock to investors.

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Since September 27, 2009, we have taken a number of steps to improve our working capital and liquidity.  First, we have negotiated an agreement with our bank lender that will significantly eases the terms under which the loan must be repaid.  Second, we terminated an area development agreement that we signed in late 2008 that provided that we pay 60% of the royalties received from certain stores in Florida in compensation for management services to be rendered by the area development partner in connection with those stores.  The arrangement proved to be unprofitable, and our operating results should improve as a result of its termination.     

Based on our analysis and operating budget for the next twelve months, we believe that cash flows generated from franchise fees and royalties will be sufficient to fund our operating expenses for the next twelve months.  These expenses include marketing, advertising, commissions and administrative expenses, as well as increased administrative expenses attributable to increased legal and accounting fees associated with being a reporting company.

However, in order to implement our business plan to expand our franchise system to new geographic areas, we believe we need approximately $1.5 million over the next five years.   The additional funds will be needed to hire the personnel to locate, qualify, train and supervise additional franchisees.  Such financing may not be available on acceptable terms, or at all, and our failure to raise capital when needed could negatively impact our growth and other plans as well as our financial condition and results of operations. Additional equity financing, if available may be dilutive to the holders of our common stock and may involve significant cash payment obligations and covenants and/or financial ratios that restrict our ability to operate and expand.

DESCRIPTION OF PROPERTY

We rent the following property:

·

Address: 14436 Duval Pl. #103, Jacksonville FL 32228

·

Number of Square Feet:  1800

·

Name of Landlord:  Bradford Management

·

Term of Lease:  3 years, commencing April 2008

·

Monthly Rental:  $1,300

·

Adequate for current needs: Yes  

We do not intend to renovate, improve, or develop properties.  We are not subject to competitive conditions for property and currently have no property to insure.  We have no policy with respect to investments in real estate or interests in real estate and no policy with respect to investments in real estate mortgages.  Further, we have no policy with respect to investments in securities of or interests in persons primarily engaged in real estate activities

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Our intellectual property, trademarks, services marks, registered logos, etc., including “Dick’s Wings”, “Dick’s Wings & Grill”, and “Dick’s Wings Express”, are held by an affiliated company, Moose River Management, Inc., which

44

is wholly owned by Michael Rosenberger, our president.  The marks are licensed to us under a license agreement executed in June 2007.  The license agreement is for a fifty year term, and a right to renew it for an additional fifty year term.  We are not obligated to pay any license fee for the use of the marks.  We paid Moose River $100 as consideration for the license.

In October 30, 2008, we entered into a loan agreement with Bank of America in the original principal amount of $338,138.  The loan agreement consolidated five separate loans which Bank of America had made to us previously. All of the loan proceeds were paid to Mr. Rosenberger, and recorded as distributions to him.  Mr. Rosenberger received $0 and $9,746 of loan proceeds in 2007 and 2008, respectively.  The loan is guaranteed by Michael Rosenberger, Rosalie Rosenberger (who is Mr. Rosenberger’s mother), and Hot Wings Concepts, Inc. (which is owned by Mr. Rosenberger).  In 2009, Hot Wings Concepts, Inc. made one monthly payment on the loan on our behalf in the amount of $6,711.  

In 2007 and 2008, we made distributions to Mr. Rosenberger of $180,451 and $726,437, respectively in excess of proceeds of the loans from Bank of America.

As of January 1, 2007, we conveyed the net assets of our store located in Waycross, Georgia to ARC Waycross, Inc., a company owned by Mr. Rosenberger’s mother.  ARC Waycross, Inc. did not pay anything for the assets, and we recorded the net book value of the assets transferred, which was $104,213, as an increase in the amount due us by Mr. Rosenberger.  Mr. Rosenberger’s mother subsequently sold the Waycross store to an unrelated party in November 2008.  During the period of time that Mr. Rosenberger’s mother owned the Waycross store, we waived collection of most franchise royalties from that store.  The amount waived totaled $21,690 and $20,750 in 2007 and 2008, respectively.  After Mr. Rosenberger’s mother sold the Waycross store in 2008, we paid Mr. Rosenberger’s mother most of the royalties received from the current owner of the Waycross store.  The payments to Ms. Rosenberger were not pursuan t to any agreement with Ms. Rosenberger or the current owner of the Waycross store, and are reported in our financial statements as compensation income to Mr. Rosenberger.  The amount paid to Ms. Rosenberger was $4,350 and $26,550 in 2008 and 2009, respectively.  We discontinued paying Ms. Rosenberger all franchise royalties received from the Waycross store as of January 2010.

Until January 1, 2009, we were a Subchapter S corporation and our sole shareholder was Michael Rosenberger.  During that time, we paid certain amounts on behalf of Mr. Rosenberger that our auditors determined were not related to our business of franchising Dick’s Wings restaurants, including expenses paid for stores owned by Hot Wings Concepts, Inc., ARC Waycross, Inc., and personal travel expenses of Mr. Rosenberger, as well as the net book value of the Waycross store assets that were conveyed to ARC Waycross, Inc. in 2007.  Those items were reclassified as loans to Mr. Rosenberger.  As December 28, 2008 and December 30, 2007, the amount owed to us by Mr. Rosenberger or his companies was $70,397 and $138,733, respectively.  The loans were repaid in January 2009 by recording the existing balance as compensation to Mr. Rosenberger.  The loans were not documented by a promissory note, did not bear interest and were unsecured.

45

We have entered into a franchise agreement for three restaurants in the Jacksonville, Florida area with Hot Wings Concepts, Inc., which is owned by Michael Rosenberger.  The terms of the franchise agreements are identical to the franchise agreements executed by unrelated franchisees, except that Hot Wings Concepts, Inc. was not required to pay an initial franchise fee.  During 2007, 2008 and 2009, we received revenues of $37,821, $34,493 and $63,080, respectively, from the restaurants operated by Hot Wings Concepts, Inc.

We have provided Mr. Rosenberger with a credit card that he is allowed to use for personal purchases.  Any personal purchases are recorded as compensation expense to Mr. Rosenberger.  In 2007, 2008 and 2009, the amount of credit card purchases by Mr. Rosenberger charged as compensation expense were $0, $82,025 and $115,430, respectively.

The foregoing transactions may not have been on the same terms as those in an arm’s-length transaction between unrelated parties. Except as set forth above, we have not entered into any material transactions with any director, executive officer, promoter, beneficial owner of five percent or more of our shares, or family members of such persons since our inception.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

There is no established public trading market for our securities and a regular trading market may not develop, or if developed, may not be sustained.  A shareholder in all likelihood, therefore, will not be able to resell his or her securities should he or she desire to do so when eligible for public resales. Furthermore, it is unlikely that a lending institution will accept our securities as pledged collateral for loans unless a regular trading market develops.  

Penny Stock Considerations

Our shares will be "penny stocks", as that term is generally defined in the Securities Exchange Act of 1934 to mean equity securities with a price of less than $5.00.  Thus, our shares will be subject to rules that impose sales practice and disclosure requirements on broker-dealers who engage in certain transactions involving a penny stock.

Under the penny stock regulations, a broker-dealer selling a penny stock to anyone other than an established customer must make a special suitability determination regarding the purchaser and must receive the purchaser's written consent to the transaction prior to the sale, unless the broker-dealer is otherwise exempt.  

In addition, under the penny stock regulations, the broker-dealer is required to:

·

Deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the Securities and Exchange Commission relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt;

·

Disclose commissions payable to the broker-dealer and our registered representatives and current bid and offer quotations for the securities;

46

·

Send monthly statements disclosing recent price information pertaining to the penny stock held in a customer's account, the account's value, and information regarding the limited market in penny stocks; and

·

Make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction, prior to conducting any penny stock transaction in the customer's account.

Because of these regulations, broker-dealers may encounter difficulties in their attempt to sell shares of our Common Stock, which may affect the ability of selling shareholders or other holders to sell their shares in the secondary market, and have the effect of reducing the level of trading activity in the secondary market.  These additional sales practice and disclosure requirements could impede the sale of our securities, if our securities become publicly traded.  In addition, the liquidity for our securities may be decreased, with a corresponding decrease in the price of our securities.  Our shares in all probability will be subject to such penny stock rules and our shareholders will, in all likelihood, find it difficult to sell their securities.

OTC Bulletin Board Qualification for Quotation

To have our shares of Common Stock on the OTC Bulletin Board, a market maker must file an application on our behalf in order to make a market for our Common Stock.  We have engaged in preliminary discussions with a FINRA Market Maker to file our application on Form 211 with FINRA, but as of the date of this Prospectus, no filing has been made.  Based upon our counsel's prior experience, we anticipate that after this registration statement is declared effective, it will take approximately 2 - 8 weeks for FINRA to issue a trading symbol and allow sales of our Common Stock under Rule 144.

Sales of our Common Stock under Rule 144

There are 885,667 shares of our common stock held by non-affiliates and 34,100,000 shares held by affiliates Rule 144 of the Securities Act of 1933 defines as restricted securities.  

795,667 of the shares held by non-affiliates and 160,000 shares held by affiliates are being registered in this offering.  All shares being registered hereunder are available for resale as of the date of effectiveness of this registration statement.  Of the shares not being registered hereunder, all the restricted securities held by affiliates, subject to the limitations on amounts and manner of sale in Rule 144, could be available for sale in a public market, if developed, beginning 90 days after the date of this prospectus. The availability for sale of substantial amounts of common stock under Rule 144 could reduce prevailing market prices for our securities.

Holders

As of the date of this registration statement, we had 32 shareholders of record of our Common Stock.  

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Dividends

Although we made distributions to owners when we were an S Corporation in 2007 and 2008, since our conversion to a C Corporation in January 2009, we have not paid any dividends, and we presently anticipate that all earnings, if any, will be retained for development of our business.   Any decisions as to future payments of dividends will depend on our earnings and financial position and such other facts, as the Board of Directors deems relevant.

Reports to Shareholders

As a result of this offering as required under Section 15(d) of the Securities Exchange Act of 1934, we will file periodic reports with the Securities and Exchange Commission through December 31, 2009, including a Form 10-K for the year ended December 31, 2009, assuming this registration statement is declared effective before that date.  At or prior to December 31, 2009, we intend voluntarily to file a registration statement on Form 8-A which will subject us to all of the reporting requirements of the 1934 Act. This will require us to file quarterly and annual reports with the SEC and will also subject us to the proxy rules of the SEC. In addition, our officers, directors and 10% stockholders will be required to submit reports to the SEC on their stock ownership and stock trading activity.  We are not required under Section 12(g) or otherwise to become a mandatory 1934 Act filer unless we have more than 500 shareholders and total assets of more than $10 million on December 31, 2009.  If we do not file a registration statement on Form 8-A at or prior to December 31, 2009, we will continue as a voluntary reporting company and will not be subject to the proxy statement or other information requirements of the 1934 Act, our securities can no longer be quoted on the OTC Bulletin Board, and our officers, directors and 10% stockholders will not be required to submit reports to the SEC on their stock ownership and stock trading activity.

Where You Can Find Additional Information

We have filed with the Securities and Exchange Commission a registration statement on Form S-1.  For further information about us and the shares of common stock to be sold in the offering, please refer to the registration statement and the exhibits and schedules thereto. The registration statement and exhibits may be inspected, without charge, and copies may be obtained at prescribed rates, at the SEC's Public Reference Room at 100 F St., N.E., Washington, D.C. 20549.  The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.  The registration statement and other information filed with the SEC are also available at the web site maintained by the SEC at http://www.sec.gov.

EXECUTIVE COMPENSATION

Summary Compensation Table

The table below summarizes all compensation awarded to, earned by, or paid to our Principal Executive Officer, our most highly compensated executive officers other than our CEO who occupied such position at the end of our

48

latest fiscal year, by us, or by any third party where the purpose of a transaction was to furnish compensation, for all services rendered in all capacities to us for the latest fiscal years ended December 31, 2009, 2008 and 2007.

Name and principal position	Year	Salary $	Bonus $	Stock Awards $	All other Compensation $	Total $
Michael Rosenberger, President	2009	$             -	$  37,075	$  15,000	$  141,980	$  194,055
	2008	$ 100,451	$           -	$           -	$  776,802	$  877,253

[1] Mr. Rosenberger’s other compensation for 2009 includes $115,430 of personal credit card charges on a company credit card, and $26,550 of royalties from a franchised location that were paid to Mr. Rosenberger’s mother.  Mr. Rosenberger’s stock award in 2009 consisted of 50,000 shares of common stock that were valued at $15,000.  Mr. Rosenberger’s bonus in 2009 consists of $37,075 of indebtedness he owed us that was forgiven as a bonus.

[2] Mr. Rosenberger’s other compensation for 2008 includes $669,677 of distributions to Mr. Rosenberger, $82,025 of personal credit card charges on a company credit card, $4,350 of royalties from a franchised location that were paid to Mr. Rosenberger’s mother, and $20,750 of royalties due from a restaurant owned by his mother that were waived.

We did not grant any stock options or stock appreciation rights to our named executive officers in the last fiscal year, other than as described above.  We did not make any award to any named executive officer under any long-term incentive plan in the last fiscal year.  We did not reprice any options or stock appreciation rights during the last fiscal year.

Employment Agreement of Michael Rosenberger

We entered into an employment agreement with Michael Rosenberger effective January 1, 2010.  The principal provisions of the agreement are as follows:

·

Mr. Rosenberger receives a base annual salary of $100,000.

·

Mr. Rosenberger shall serve as chief executive officer.

·

The term of the agreement is two years.

·

Mr. Rosenberger is required to devote at least 1,500 hours per year to company business.

·

During the term of the agreement and for two years after its termination, Mr. Rosenberger will not compete with us, interfere with our suppliers, interfere with our employees and independent contractors, or disclose confidential information about us.

·

The agreement specifies that Mr. Rosenberger is to serve as chief operating officer, although has been serving as president and chief executive officer and will continue to serve in that capacity for the foreseeable future.

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Prior to January 1, 2009, we were a Subchapter S corporation.  As such, Mr. Rosenberger received profit distributions during fiscal years 2007 and 2008.  During the period of fiscal years2007 and 2008, there was no written policy regarding compensation, expense reimbursements and profit distributions.  Beginning with the effective date of the change in corporate status, we ceased to issue payments to Mr. Rosenberger in the form of profit distributions and expenses.  It is our policy to compensate Mr. Rosenberger as an employee.

Director Compensation

Set forth below is the compensation received by each of our directors in the last two years, other than directors whose compensation is reported in the Summary Compensation Table above.

Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
James Robert Shaw	-	$15,000	-	-	-	-	$15,000

We do not have any policy regarding the compensation of directors, other than to reimburse reasonable travel expenses for attendance at board meetings, and have paid no compensation for director services in the last two years.  

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

50

AMERICAN RESTAURANT CONCEPTS, INC.

FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 29, 2008 AND DECEMBER 30, 2007

WITH AUDIT REPORT OF REGISTERED PUBLIC ACCOUNTING FIRM

TABLE OF CONTENTS

	PAGE
Audit Report of Independent Certified Public Accountants	F-3
Balance Sheets as of December 29, 2008 and December 30, 2007	F-4
Statements of Operations for the years ended December 29, 2008 and December 30, 2007	F-5
Statements of Stockholders' Deficit for the years ended December 29, 2008 and December 30, 2007	F-6
Statements of Cash Flows for the years ended December 29, 2008 and December 30, 2007	F-7
Notes to Financial Statements for the years ended December 29, 2008 and December 30, 2007	F-9

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of American Restaurant Concepts, Inc.

Jacksonville, Florida

We have audited the accompanying balance sheet of American Restaurant Concepts, Inc. (the “Company”) as of December 28, 2008 and December 30, 2007 and the related statements of operations, cash flows, and stockholders’ deficit for each of the two years in the period ended December 28, 2008.  These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 28, 2008 and December 30, 2007, and the results of its operations and its cash flows for each of the years in the period ended December 28, 2008, in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 9 of the notes to the accompanying financial statements, the financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in the footnotes, the Company subsequently defaulted on a material loan in fiscal year 2009 of which the amount from the senior secured lender is due in the fourth quarter of 2010.  In addition, the Company has subsequently incurred significant operating losses.  Those conditions raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ W. T. Uniack & Co., CPAs, P.C.

Alpharetta, Georgia

April 26, 2009

F-3

AMERICAN RESTAURANT CONCEPTS, INC.

BALANCE SHEETS

DECEMBER 28, 2008 AND DECEMBER 30, 2007

	(RESTATED)	(RESTATED)
	2008	2007
ASSETS
Cash	$         74,715	$       62,728
Advertising fund restricted assets	21,657	12,833
Accounts receivable, net	43,275	25,374
Total current assets	$       139,647	$     100,935
Property and equipment, net of accumulated depreciation of $4,674	-	-
Due from related parties	70,397	138,733
Total Assets	$       210,044	$     239,668
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Liabilities:
Accounts payable and accrued expenses	12,499	6,938
Advertising fund restricted liabilities	21,657	12,833
Accrued interest	4,571	-
Deferred revenue (Note 8)	20,691	-
Notes payable (Note 7)	11,000	-
Bank note payable (Note 7)	80,528	88,782
Total current liabilities	150,946	108,553
Deferred revenue (Note 8)	379,309	-
Bank note payable - long-term	252,872	239,610
Total liabilities	783,127	348,163
Stockholders' deficit:
Common stock, Par value $0.01, 100,000,000 shares authorized, 34,000,000 shares issued and outstanding (1)	1	1
Additional paid in capital	13,083	13,083
Accumulated deficit	(586,167)	(121,579)
Total stockholders' deficit	(573,083)	(108,495)
Total Liabilities and Stockholders' Deficit	$       210,044	$     239,668

(1)All share amounts have been adjusted for a 340,000 for one forward stock split effected on July 7, 2009.

See accompanying notes to financial statements.

F-4

AMERICAN RESTAURANT CONCEPTS, INC.

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 29, 2008 AND DECEMBER 30, 2007

	Restated	Restated
	2008	2007
Revenue	$       627,768	$     518,135
Revenue – Related party	55,243	63,459
Total Revenue	683,011	581,594
Expenses
Professional fees	$         36,660	$       43,106
Salaries and wages	273,442	115,071
Depreciation and amortization	-	5,900
General and administrative	140,427	218,688
	450,529	382,765
Income from operations	232,482	198,829
Interest expense	(27,393)	(33,923)
Net income	$       205,089	$     164,906
Net income per common share - basic and fully diluted	$             0.01	$           0.01
Weighted average number of common shares outstanding - basic and fully diluted	34,000,000	34,000,000
Pro forma tax and earnings per share (Note 6)
Pre-tax income	205,089	164,906
Pro forma income tax expense	78,139	62,829
Pro forma net income	$       126,950	$     102,077
Pro forma net income per common share - basic and fully diluted	$                 -	$               -
Weighted average number of common shares outstanding - basic and fully diluted	34,000,000	34,000,000

See accompanying notes to financial statements.

F-5

AMERICAN RESTAURANT CONCEPTS, INC.

STATEMENT OF STOCKHOLDERS' DEFICIT

FOR THE YEARS ENDED DECEMBER 28, 2008 AND DECEMBER 30, 2007

			ADDITIONAL
	COMMON STOCK		PAID IN	ACCUMULATED
	SHARES(1)	AMOUNT	CAPITAL	DEFICIT	TOTAL
Balance as of January 1, 2007	34,000,000	$            1	$           13,083	$          (106,034)	$     (92,950)
Distributions to Stockholder				(180,451)	(180,451)
Net income				164,906	164,906
Balance as of December 30, 2007	34,000,000	1	13,083	(121,579)	(108,495)
Distributions to Stockholder				(669,677)	(669,677)
Net income				205,089	205,089
Balance as of December 28, 2008	34,000,000	$            1	$           13,083	$          (586,167)	$   (573,083)

(2)All share amounts have been adjusted for a 340,000 for one forward stock split effected on July 7, 2009.

See accompanying notes to financial statements.

AMERICAN RESTAURANT CONCEPTS, INC.

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 28, 2008 AND DECEMBER 30, 2007

	Restated
	2008	2007
Cash flows from operating activities
Net income	$            205,089	$           164,906
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	-	5,900
Increase (decrease) in operating assets and liabilities:
Deferred revenue	400,000	-
Accounts receivable	(17,901)	68,709
Accounts payable and accrued liabilities	10,132	(24,883)
Net cash provided by operating activities	597,320	214,632
Cash flows from investing activities
Sale of fixed assets, net	-	104,213
Net cash provided by investing activities	-	104,213
Cash flows from financing activities
Repayments of bank loans	(4,738)	(113,559)
Proceeds from repayments of due from related parties	68,336	-
Proceeds from bank loans	9,746	-
Proceeds from notes payable	11,000	-
Dividend distributions	(669,677)	(180,451)
Net cash used in financing activities	(585,333)	(294,010)
Net increase in cash	11,987	24,835
Cash - beginning of year	62,728	37,893
Cash - end of year	$              74,715	$             62,728

See accompanying notes to financial statements.

AMERICAN RESTAURANT CONCEPTS, INC.

NOTES TO FINANCIAL STATEMENTS

FISCAL YEARS ENDED DECEMBER 29, 2008 AND DECEMBER 30, 2007

NOTE 1 - Nature of Business and Summary of Significant Accounting Policies

(a) Nature of Business

We were organized for the purpose of operating Dick’s Wings restaurants, as well as selling Dick’s Wings restaurant franchises.  We franchise two concepts involving Dick’s Wings:  Dick’s Wings Express is a limited service restaurant that concentrates on take-out orders, and Dick’s Wings & Grill is a full-service restaurant.  In exchange for the initial and continuing franchise fees received, we give franchisees the right to use the name Dick’s Wings.

At December 29, 2008, and December 30, 2007, we had 17 and 19 franchised restaurants, respectively.

(b) Fiscal Year

We operate on a 52 or 53-week fiscal year ending on the last Sunday in December. The fiscal year will allow direct year to year comparisons of the future financial statements.

(c) Restaurant Sales Concentration

As of December 29, 2008, we had 14 franchised restaurants in the state of Florida and 3 in the state of Georgia. The restaurants in Florida aggregated 87% and 86% of our total franchise network sales in fiscal 2008, and 2007, respectively. We are subject to adverse trends and economic conditions in the state of Florida.

(d) Cash and Cash Equivalents

Cash and cash equivalents include highly liquid investments with original maturities of three months or less.

(e) Accounts Receivable

Accounts receivable – consists primarily of royalty receivables from our franchisees. In addition, accounts receivable may include contractually-determined receivables for leasehold improvements, credit cards, vendor rebates, and purchased interest on investments.

(f) Property and Equipment

Property and equipment are recorded at cost. Leasehold improvements include the cost of improvements funded by landlord incentives or allowances and during the build-out period leasehold improvements are amortized using the

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straight-line method over the lesser of the term of the lease, without consideration of renewal options, or the estimated useful lives of the assets, which typically range from five to ten years. Furniture and equipment are depreciated using the straight-line method over the estimated useful lives of the assets, which range from two to eight years. Maintenance and repairs are expensed as incurred. Upon retirement or disposal of assets, the cost and accumulated depreciation are eliminated from the respective accounts and the related gains or losses are credited or charged to earnings.

(h) Revenue Recognition

Franchise agreements have terms ranging from ten to twenty years. These agreements also convey multiple extension terms of five or ten years, depending on contract terms and if certain conditions are met.  We provide the use of the Dick’s Wings trademarks, system, training, pre-opening assistance, and restaurant operating assistance in exchange for area development fees, franchise fees, and royalties of 5% of a restaurant’s sales.

Franchise fee revenue from individual franchise sales is recognized upon opening of the franchised restaurant when all material obligations and initial services to be provided by us have been performed.  Because franchise fees are deemed fully earned and non-refundable under our franchise agreements, we recognize franchisee fee revenue from franchisors who abandon their effort to open a store at the time of abandonment.  

Royalties are accrued as earned and are calculated each period based on restaurant sales as reported by the franchisees.

License fees from area development agreements are recorded as deferred revenue, and are amortized ratably based on the total number of restaurants in the development schedule of the agreement.  The amount is derived by dividing the total amount of the license fee by the number of restaurants in the development schedule.  When a new restaurant is opened under the area development agreement, a proportionate amount of the license fee is recognized as revenue.  

With respect to one area development partner, we agreed to allow the partner to retain all franchise fees paid by franchisees procured by the partner, and to share a percentage of royalties paid by franchisees procured by or supervised by the partner. We do not record as revenue any franchise fees paid by franchisees procured by the partner because we are not allowed to retain any portion of that revenue.  With respect to royalties in which the partner is entitled to a share, we record as revenue the full royalty paid by the franchisee and record the partner’s share of the revenue as a professional fee expense.    

All sales taxes are presented on a net basis and are excluded from revenue.

(i) Franchise Operations

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We enter into franchise agreements with unrelated third parties to build and operate restaurants using the Dick’s Wings brand within a defined geographical area. We believe that franchising is an effective and efficient means toexpand the Dick’s Wings brand. The franchisee is required to operate their restaurants in compliance with their franchise agreement that includes adherence to operating and quality control procedures established by us. We do not provide loans, leases, or guarantees to the franchisee or the franchisee’s employees and vendors. If a franchisee becomes financially distressed, we do not provide any financial assistance. If financial distress leads to a franchisee’s noncompliance with the franchise agreement and we elect to terminate the franchise agreement, we have the right but not the obligation to acquire the assets of the franchisee at fair value as determined by an i ndependent appraiser. We receive a 5% royalty of gross sales as defined in the franchise agreement and in most cases, allowances directly from the franchisees’ vendors that generally are less than 0.5% of the franchisees’ gross sales. We have financial exposure for the collection of the royalty payments. Franchisees generally remit franchise payments weekly for the prior week’s sales, which substantially minimizes our financial exposure. Historically, we have experienced insignificant write-offs of franchisee royalties. Franchise and area development fees are paid upon the signing of the related agreements.

(k) Payments Received from Vendors

Vendor allowances include allowances and other funds received from vendors. Certain of these funds are determined based on various quantitative contract terms. We also receive vendor allowances from certain manufacturers and distributors calculated based upon purchases made by franchisees. Franchisee purchase allowances are recorded as Other Income.  Amounts that represent a reimbursement of costs incurred, such as advertising, are recorded as a reduction of the related expense. Amounts that represent a reduction of inventory purchase costs are recorded as a reduction of inventoriable costs.  

(l) Advertising Costs and National Advertising Fund

We maintain a system-wide marketing and advertising fund. Our franchised restaurants are required to remit a designated portion of sales to the advertising fund that is used for marketing and advertising efforts throughout the system.  Our franchise agreements permit us to assess each franchisee a maximum of 3% of sales for the advertising fund.  In 2007 and 2008, we charged a flat rate of $250 per month per store. Certain payments received from various vendors are deposited into the National Advertising Fund. These funds are used for development and implementation of system-wide initiatives and programs.  In accordance with SFAS No. 45, “Accounting for Franchisee Fee Revenue”, the revenue, expenses and cash flows of the advertising funds are not included in our Statements of Income or Consolidated Statements of Cash Flows because the contributions to these advertising funds are designated for specific purposes, an d we act as an, in substance, agent with regard to these contributions. The assets held by these advertising funds are considered restricted. The current restricted assets and related restricted liabilities are identified on our Balance Sheets.

(m) Basic and Diluted Per Common Share

Under Statement of Financial Accounting Standards (“SFAS”) No. 128, “Earnings Per Share,” basic  earnings  per common  share is computed by dividing income available to common stockholders by the weighted average number of common shares assumed to be outstanding during the period of computation. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional

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common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. When income available for common shareholders is negative, basic and diluted loss per share are the same since additional potential common shares would be anti-dilutive.

(n) Use of Estimates

Our Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of our Financial Statements requires that we make estimates and assumptions that affect the reported amounts of assets and liabilities and the related disclosure of contingent assets and liabilities at the date of the Financial Statements and the reported amounts of revenues and expenses during the reporting period. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Accordingly, actual results may differ significantly from these estimates under different assumptions or conditions.

(o) Stock Based Compensation

We issue stock in lieu of cash for certain transactions. The fair value of the stock, which is based on comparable cash purchases, third party quotations, or the value of services, whichever is more readily determinable, is used to value the transaction

(p) Significant Recent Accounting Pronouncements:

Business Combinations

In December 2007, the FASB issued FASB Statement No. 141(R), “Business Combinations,” which amends SFAS No. 141, and provides revised guidance for recognizing and measuring identifiable assets and goodwill acquired, liabilities assumed, and any noncontrolling interest in the acquiree. It also provides disclosure requirements to enable users of the financial statements to evaluate the nature and financial effects of the business combination. SFAS No. 141(R) is effective for our fiscal year beginning January 1, 2009 and is to be applied prospectively. We have evaluated the potential impact of adopting this statement on our financial position, results of operations and cash flows and believes that no application is necessary.  This statement will impact how we account for future business combinations.

Accounting for Convertible Debt Instruments

In September 2007, the FASB published Proposed FSP No. APB 14-a, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion.” The proposed FSP applies to convertible debt instruments that, by their stated terms, may be settled in cash (or other assets) upon conversion, including partial cash settlement, unless the embedded conversion option is required to be separately accounted for as a derivative under SFAS 133. Convertible debt instruments within the scope of the proposed FSP are not addressed by the existing APB 14. The proposed FSP would require that the liability and equity components of convertible debt instruments within the

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scope of the proposed FSP shall be separately accounted for in a manner that reflects the entity’s nonconvertible debt borrowing rate. This will require an allocation of the convertible debt proceeds between the liability component and the embedded conversion option (i.e., the equity component). The difference between the principal amount of the debt and the amount of the proceeds allocated to the liability component would be reported as a debt discount and subsequently amortized to earnings over the instrument’s expected life using the effective interest method. We have evaluated the potential impact of adopting this statement on our financial position, results of operations and cash flows and believe that no application is necessary.

Accounting for Income Tax Benefits of Dividends on Share-Based Payment Awards

In June 2007, the EITF reached consensus on Issue No. 06-11, “Accounting for Income Tax Benefits of Dividends on Share-Based Payment Awards.” EITF Issue No. 06-11 requires that the tax benefit related to dividend and dividend equivalents paid on equity-classifed nonvested shares and nonvested share units, which are expected to vest, be recorded as an increase to additional paid-in capital. EITF Issue No. 06-11 is to be applied prospectively for tax benefits on dividends declared in our fiscal year beginning January 1, 2008.  We have evaluated the potential impact of adopting this statement on our financial position, results of operations and cash flows and believe that no application is necessary.

Fair Value Accounting

In February 2007, the FASB issued FASB Statement No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“FAS 159”). FAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value, with the objective of improving financial reporting by mitigating volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. The provisions of FAS 159 are effective for our fiscal year beginning January 1, 2008. We do not expect the adoption of FAS 159 to have a material impact on our financial results.

In September 2006, the FASB issued FASB Statement No. 157, “Fair Value Measurements” (“FAS 157”). FAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. The provisions of FAS 157 are effective for our fiscal year beginning January 1, 2008. We do not expect the adoption of FAS 157 to have a material impact on our financial results.

NOTE 2 - Commitments & Contingencies

We lease our corporate offices under an operating lease.  The lease is effective through March 31, 2011.  The future lease obligations for the corporate office are as follows:

2009

$1,324 per month

$15,888 per year

2010

$1,364 per month

$16,368 per year

2011

$1,404 per month

$16,848 per year

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NOTE 3 - Stockholders’ Deficit

We currently have one class of Common Stock authorized, issued and outstanding — Class A. Common Stock.  Par value is $.01/share. We do not currently have any outstanding stock options, restricted stock, warrants, or employee stock purchase plans.  As of December 28, 2008, we had 34,000,000 shares of Common Stock outstanding.  All share amounts are after giving effect to a 340,000 for one forward stock split effected on July 7, 2009.

NOTE 4 - Related Party Transactions

Certain of our intellectual property, trademarks, services marks, registered logos, etc., including the service marks “Dick’s Wings”, “Dick’s Wings & Grill”, and “Dick’s Wings Express”, are held by an affiliated company, Moose River Management, Inc., which is wholly owned by Michael Rosenberger, our CEO.  The marks are licensed to us under a license agreement executed in June 2007.  The license agreement is for a fifty year term, and a right to renew it for an additional fifty year term.  We are not obligated to pay any license fees for the use of the marks.

As of January 1, 2007, we conveyed the net assets of our store located in Waycross, Georgia to ARC Waycross, Inc., a company owned by Mr. Rosenberger’s mother.  ARC Waycross, Inc. did not pay anything for the assets, and we recorded the net book value of the assets transferred, which was $104,213, as an increase in the amount due us by Mr. Rosenberger.  Mr. Rosenberger’s mother subsequently sold the Waycross store to an unrelated party in November 2008.  During the period of time that Mr. Rosenberger’s mother owned the Waycross store, we waived collection of most franchise royalties from that store.  The amount waived totaled $21,690 and $20,750 in 2007 and 2008, respectively.  After Mr. Rosenberger’s mother sold the Waycross store in 2008, we paid Mr. Rosenberger’s mother most of the royalties received from the current owner of the Waycross store.  The payments to Ms. Rosenberger we re not pursuant to any agreement with Ms. Rosenberger or the current owner of the Waycross store, and are reported in our financial statements as compensation income to Mr. Rosenberger.  The amount paid to Ms. Rosenberger was $4,350 and $26,550 in 2008 and 2009, respectively.  We discontinued paying Ms. Rosenberger all franchise royalties received from the Waycross store as of January 2010.

Until January 1, 2009, we were a Subchapter S corporation and our sole shareholder was Michael Rosenberger.  During that time, we paid certain amounts on behalf of Mr. Rosenberger that our auditors determined were not related to our business of franchising Dick’s Wings restaurants, including expenses paid for stores owned by Hot Wings Concepts, Inc., ARC Waycross, Inc., and personal travel expenses of Mr. Rosenberger, as well as the net book value of the Waycross store assets that were conveyed to ARC Waycross, Inc. in 2007.  Those items were reclassified as loans to Mr. Rosenberger.  As December 28, 2008 and December 30, 2007, the amount owed to us by Mr. Rosenberger or his companies was $70,397 and $138,733, respectively.  The loans were repaid in January 2009 by recording the existing balance as compensation to Mr. Rosenberger.  The loans were not documented by a promissory note, did not bear interest and w ere unsecured.  

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In October 30, 2008, we entered into a loan agreement with Bank of America in the original principal amount of $338,138.  The loan agreement consolidated five separate loans which Bank of America had made to us previously. The loan bears interest at 7% per year, and requires equal month payments of principal and interest of $6,710.65 per month, until November 3, 2013, when the loan is scheduled to be repaid in full.  All of the loan proceeds were paid to Mr. Rosenberger, and recorded as distributions to him.  Mr. Rosenberger received $0 and $9,746 of loan proceeds in 2007 and 2008, respectively.  The loan is guaranteed by Michael Rosenberger, Rosalie Rosenberger and Hot Wings Concepts, Inc.  In 2009, Hot Wings Concepts, Inc. made one monthly payment on the loan on our behalf in the amount of $6,711.  

We have provided Mr. Rosenberger with a credit card that he is allowed to use for personal purchases.  Any personal purchases are recorded as compensation expense to Mr. Rosenberger.  In 2007, 2008 and 2009, the amount of credit card purchases by Mr. Rosenberger charged as compensation expense were $0, $82,025 and $115,430, respectively.

In 2007 and 2008, we made distributions to Mr. Rosenberger of $180,451 and $726,437, respectively in excess of proceeds of the loans from Bank of America.

We have entered into a franchise agreement for three restaurants in the Jacksonville, Florida area with Hot Wings Concepts, Inc., which is owned by Michael Rosenberger.  The terms of the franchise agreements are identical to the franchise agreements executed by unrelated franchisees, except that Hot Wings Concepts, Inc. was not required to pay an initial franchise fee.  During 2007 and 2008, we received revenues of $37,821, $34,493 and $63,080, respectively, from the restaurants operated by Hot Wings Concepts, Inc.

NOTE 5 – Disposition of Waycross-company owned store

In 2007, we sold our restaurant located in Waycross, Georgia.  See Note 4.

NOTE 6 – Income taxes

During 2007 and 2008, we were organized as a Subchapter S corporation.  As such, we did not incur any income tax liability, with any income and or loss flowing to our sole shareholder.  In January, 2009, we converted from a Subchapter S corporation to a C corporation.

The pro forma effective tax rate varies from the maximum federal statutory rate as a result of the following items for the years ended December 29, 2008 and December 30, 2007:

	December 29, 2009		December 30, 2008
Tax computed at the maximum federal statutory rate	34.0	%	34.0	%
State tax rate, net of federal tax benefit	4.1		4.1

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Increase in valuation allowance	-		-
Effective income tax rate	38.1	%	38.1	%

NOTE 7 - Notes Payable

In October 30, 2008, we entered into a loan agreement with Bank of America in the original principal amount of $338,137.92.  The loan agreement consolidated five separate loans which Bank of America had made to us previously.  The loan bears interest at 7% per year, and requires equal month payments of principal and interest of $6,710.65 per month, until November 3, 2013, when the loan is scheduled to be repaid in full.  The loan is secured by substantially all of our assets, and is guaranteed by Michael Rosenberger, Rosalie Rosenberger and Hot Wings Concepts, Inc.

During the fourth quarter of 2008, we borrowed $11,000 from four unrelated persons and issued each lender a promissory note.  The notes bear interest at the rate of 6% per annum, and provide for one balloon payment of all principal and interest three years after the date of the note.  The proceeds were used by us to defray costs associated with a planned public offering.

NOTE 8 - Master Franchise Agreement

During the fourth quarter of 2008, we entered into a Master License Agreement with DWG Partners under which DWG Partners has the exclusive right to open new restaurants in Florida and the non-exclusive right to open new restaurants anywhere else in the United States in consideration for DWG Partner’s commitment to open three new restaurants and 2009 and five new restaurants each year for the next nine years under the agreement.  The term of the Agreement is for ten years and includes a non-refundable fee of $400,000.  The franchise fee will be amortized ratably based on the total number of restaurants in the development schedule of the agreement.  For all existing store franchisees for which DWG Partners provides operational support, DWG is entitled to 60% of the royalties paid by the franchisee.  For all new locations sold by DWG Partners for which it provides operational support, DWG Partners is entitled to 80% o f royalties paid by the franchisee.

NOTE 9 – Going Concern

These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business.  While we reported net income of $205,089 and $164,906 in the 2008 and 2007 fiscal years, respectively, we distributed all earnings to our sole shareholder without retaining any earnings for future operations.  In addition, in 2009 we began to show operating losses and defaulted on a material bank loan.  While we have renegotiated the bank loan so that it is not in default, the bank loan is now due in full in the fourth quarter of

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2010, unless we negotiate a further extension.  We intend to raise money from the sale of common stock in a private offering to reduce our indebtedness and provide funds for expansion.  Alternatively, we will need to restructure our indebtedness and turn around our operations.  

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.

NOTE 10 – Restatement of Financial Statements

We restated the financial statements for the years ended December 27, 2008 and December 30, 2007 to account for information received subsequent to the issuance of the prior financial statements.  Significant components of the restatement were:  

·

We originally believed that we were relieved from liability on five bank loans when they were refinanced into one loan in October 2008.  However, upon further review, we concluded that we were still an obligor on the loan.  As a consequence, we reversed the elimination of the loan from our financial statements, which had the effect of increasing our liabilities by principal indebtedness of $333,400 as of December 28, 2008.  In addition, we recorded additional interest expense of $8,483 for the year ended December 28, 2009 to reflect interest that accrued on the bank loan.

·

We eliminated a gain of $56,760 on the transfer of the assets related to our store in Waycross, Georgia to a related party, and reduced a receivable from the related party by an equal amount.

·

We waived collection of most royalties from the Waycross store during the time it was owned by a related party, which was from January 2007 to October 2008.  We recorded the waived royalties as additional royalty revenue, and recorded an expense for an equal amount as compensation to our chief executive officer.  The amount of the waived royalties was $21,690 and $20,750 in 2007 and 2008, respectively.

·

After the Waycross store was sold by our chief executive officer’s mother in 2008, we allowed the chief executive officer’s mother to collect the royalties from the store.  We recorded the royalties collected by the chief executive officer’s mother as additional royalty revenue, and recorded an expense for an equal amount as compensation to our chief executive officer.  The amount of the additional royalties was $4,350 in 2008.

·

We eliminated advertising fees collected from our franchisees from revenues and associated advertising expenses.

We also made certain accounting corrections and reclassifications.

The following sets forth the adjustments included in the restated financial statements:

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Year	Year
2008	2007

Revenue
Correction of accounting for Advertising funds	($54,550)	($53,100)
Reclassification of revenue from Hot Wings Concepts	(34,493)	(37,821)
Recording of Waycross location royalties	4,350	(3,948)
Total	($84,693)	($94,869)
Revenue - Related Party
Reclassification of royalties from Hot Wings Concepts, Inc.	34,493	37,821
Reclassification of Waycross location royalties		3,948
Recording of Waycross location royalties	20,750	21,690
Total	55,243	63,459
Expenses
Correction of accounting for advertising funds	(45,726)	(40,267)
Reclassification of commissions	(90,433)	-
Reclassification of commissions to professional fees	8,408	-
Reclassification of commissions to salaries and wages	82,025	-
Reclassification of distributions to salaries and wages	56,760	-
Recording of compensation to related party as G&A	25,100	21,690
Recording of interest on bank loan	8,483	-
Total	(12,143)	(18,577)
Total adjustments	($74,067)	($12,833)

The following sets forth the effect of the above changes in the financial statements:

	For the year ended December 28, 2008
	As originally reported	As restated	Difference
Revenue	$      712,461	$     627,768	$      (84,693)
Revenue - Related party	-	55,243	55,243
Total Revenue	712,461	683,011	(29,450)
Expenses
Professional fees	28,252	36,660	8,408
Salaries and wages	134,657	273,442	138,785
Commissions	90,433	-	(90,433)
Advertising	45,726	-	(45,726)
General and administrative	115,327	140,427	25,100
	414,395	450,529	36,134
Income from operations	298,066	232,482	(65,584)
Interest expense	(18,910)	(27,393)	(8,483)
Net income	$    279,156	$    205,089	$    (74,067)

F-11

For the year ended December 30, 2007

	As originally reported	As restated	Difference
Revenue	$       613,004	$      518,135	$     (94,869)
Revenue - Related party	-	63,459	63,459
Total Revenue	613,004	581,594	(31,410)
Expenses
Professional fees	43,106	43,106	-
Salaries and wages	115,071	115,071	-
Commissions	-	-	-
Advertising	40,267	-	(40,267)
Depreciation and amortization	5,900	5,900	-
General and administrative	196,998	218,688	21,690
	401,342	382,765	(18,577)
Income from operations	211,662	198,829	(12,833)
Interest expense	(33,923)	(33,923)	-
	56,760	-	(56,760)
Net income	$      234,499	$      164,906	$     (69,593)

	As of December 28, 2008
	As originally reported	As restated	Difference
Total assets	$    272,380	$     210,044	$      (62,336)
Total liabilities	422,365	783,127	360,762
Stockholders' deficit	$ (149,985)	$  (573,083)	$    (423,098)

	As of December 30, 2007
	As originally reported	As restated	Difference
Total assets	$    296,428	$     239,668	$    (56,760)
Total liabilities	335,330	348,163	12,833
Stockholders' deficit	$    (38,902)	$   (108,495)	$    (69,593)

NOTE 11 - Subsequent Events (Unaudited)

During the period from January 12, 2009 to May 27, 2009, we issued 608,667 shares of Common Stock to seventeen investors for gross proceeds of $153,700.  578,000 of the shares were sold at $0.25 per share and 30,667 of the shares were sold at $0.30 per share.  The securities were offered pursuant to SEC Regulation D and have been issued only to accredited or sophisticated investors.  

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During the period from January 15, 2009 to June 14, 2009, we issued 258,000 shares for paralegal, business plan development, office support/secretarial/business development and branding, securities legal and operational support to thirteen individuals.  We valued theses shares at $76,800 based on the price at which we were contemporaneously selling shares to cash investors at the time of issuance of the shares for services. Specifically, 12,000 of the shares were valued at $0.25 per share and 246,000 of the shares were valued at $0.30 per share.

Subsequent to the end of the year we terminated our S-corporation status.  Therefore we had C-corporation status for federal income tax reporting beginning on January 1, 2009.

On July 7, 2009, we effected a forward split of our common stock of 340,000 shares for one share.

On February 22, 2010, we entered into a Forbearance Agreement with Bank of America, N.A.   Under the Forbearance Agreement, our monthly payment obligation is reduced to interest only until November 3, 2010, which represents a substantial reduction in our monthly payment.  However, the entire loan is due and payable on November 3, 2010, unless that date is extended by the lender.

On January 13, 2010, we entered into a settlement agreement with DWG Partners, under which the Master License Agreement between us and DWG Partners was rescinded and we agreed to refund DWG Partners $250,000 of the original license fee paid by DWG Partners.  We agreed to pay the refund of the license fee by payment of $25,000 upon execution of the agreement, and $5,000 per month until it is paid in full.  In addition, we agreed to pay DWG Partners the proceeds of any franchise fees received from the sale to a franchisee of a store location of which DWG Partners is the lessee, which will be applied to the $250,000 obligation.  Finally, we agreed to allow DWG Partners to retain any royalties it has collected from three franchisees that it procured, and to allow it to continue collecting royalties from those franchisees until the $250,000 obligation is paid in full, with the amount of any franchisee fees collected after Decembe r 15, 2009 being applied to reduce the $250,000 obligation.

F-13

AMERICAN RESTAURANT CONCEPTS, INC.

FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 27, 2009 AND SEPTEMBER 28, 2008

TABLE OF CONTENTS

	PAGE
Balance Sheets as of September 27, 2009 and December 28, 2008	G-3
Statements of Operations for the nine months ended September 27, 2009 and September 28, 2008	G-4
Statements of Operations for the three months ended September 27, 2009 and September 28, 2008	G-5
Statements of Stockholders' Deficit for the nine months ended September 27, 2009	G-6
Statements of Cash Flows for the nine months ended September 27, 2009 and September 28, 2008	G-7
Notes to Financial Statements for the nine months ended September 27, 2009	G-8

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AMERICAN RESTAURANT CONCEPTS, INC.

 BALANCE SHEETS

SEPTEMBER 27, 2009 AND DECEMBER 28, 2008

	(RESTATED)	(RESTATED)
	SEPTEMBER 27, 2009	DECEMBER 28, 2008
ASSETS
Cash	$          160,463	$         74,715
Advertising fund restricted assets	8,656	21,657
Accounts receivable, net	48,038	43,275
Total current assets	$          217,157	$       139,647
Property and equipment, net of accumulated depreciation of $4,674	-	-
Due from related parties	-	70,397
Total Assets	$          217,157	$       210,044
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Liabilities:
Accounts payable and accrued expenses	15,701	12,499
Advertising fund restricted liabilities	8,656	21,657
Accrued interest	13,448	4,571
Deferred revenue (Note 8)	34,485	20,691
Notes payable (Note 7)	11,000	11,000
Bank note payable (Note 7)	314,238	80,528
Total current liabilities	397,528	150,946
Deferred revenue (Note 8)	351,721	379,309
Bank note payable - long-term	-	252,872
Total liabilities	749,249	783,127
Stockholders' deficit:
Common stock, par value $0.01, 100,000,000 shares authorized, 34,000,000 and 34,866,667 shares issued and outstanding at December 28, 2008 and September 27, 2009, respectively (1)	8,668	1
Additional paid in capital	234,916	13,083
Accumulated deficit	(775,676)	(586,167)
Total stockholders' deficit	(532,092)	(573,083)
Total Liabilities and Stockholders' Deficit	$          217,157	$       210,044

(1) All share amounts have been adjusted for a 340,000 for one forward stock split effected on July 7, 2009.

See accompanying notes to financial statements.

G-3

AMERICAN RESTAURANT CONCEPTS, INC.

STATEMENTS OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 27, 2009 AND SEPTEMBER 28, 2008

	Restated	Restated
	2009	2008
	(Unaudited)	(Unaudited)
Revenue	$       365,406	$     497,107
Revenue – Related party	45,189	45,739
Total Revenue	410,594	542,846
Expenses
Professional fees	$       180,001	$       23,052
Salaries and wages	229,453	114,985
Depreciation and amortization	76,800	-
General and administrative	97,290	94,168
	583,544	232,205
Income from operations	(172,950)	310,641
Interest expense	(16,559)	(18,910)
Net income	$     (189,509)	$     291,731
Net income per common share - basic and fully diluted	$           (0.01)	$           0.01
Weighted average number of common shares outstanding - basic and fully diluted	34,531,308	34,000,000
Pro forma tax and earnings per share (Note 6)
Pre-tax income	-	-
Pro forma income tax expense	-	-
Pro forma net income	$                 -	$                 -
Pro forma net income per common share - basic and fully diluted	$                 -	$               -
Weighted average number of common shares outstanding - basic and fully diluted	34,000,000	34,000,000

See accompanying notes to financial statements.

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AMERICAN RESTAURANT CONCEPTS, INC.

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED SEPTEMBER 27, 2009 AND SEPTEMBER 28, 2008

	Restated	Restated
	2009	2008
	(Unaudited)	(Unaudited)
Revenue	$       109,485	$     189,561
Revenue – Related party	18,782	14,179
Total Revenue	128,267	203,740
Expenses
Professional fees	$           8,330	$       10,260
Salaries and wages	66,154	59,713
General and administrative	45,716	44,084
	120,200	114,057
Income from operations	8,067	89,683
Interest expense	(5,326)	(4,896)
Net income	$         2,741	$       84,787
Net income per common share - basic and fully diluted	$                 -	$               -
Weighted average number of common shares outstanding - basic and fully diluted	34,758,707	34,000,000
Pro forma tax and earnings per share (Note 6)
Pre-tax income	-	-
Pro forma income tax expense	-	-
Pro forma net income	$                 -	$                 -
Pro forma net income per common share - basic and fully diluted	$                 -	$               -
Weighted average number of common shares outstanding - basic and fully diluted	34,000,000	34,000,000

See accompanying notes to financial statements.

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AMERICAN RESTAURANT CONCEPTS, INC.

 STATEMENT OF STOCKHOLDERS' DEFICIT

 FOR THE NINE MONTHS ENDED SEPTEMBER 27, 2009

 (UNAUDITED)

			ADDITIONAL
	COMMON STOCK		PAID IN	ACCUMULATED
	SHARES (1)	AMOUNT	CAPITAL	DEFICIT	TOTAL
Balance as of January 1, 2009	34,000,000	$            1	$           13,083	$          (586,167)	$(573,083)
Common stock issued in private placement	608,667	6,087	147,613		153,700
Common stock issued for services	258,000	2,580	74,220		76,800
Net loss				(189,509)	(189,509)
Balance as of September 27, 2009	34,866,667	8,668	234,916	(775,676)	(532,092)

(1) All share amounts have been adjusted for a 340,000 for one forward stock split effected on July 7, 2009.

See accompanying notes to financial statements.

AMERICAN RESTAURANT CONCEPTS, INC.

 STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 27, 2009 AND SEPTEMBER 28, 2008

	Restated	Restated
	2009	2008
	(Unaudited)	(Unaudited)
Cash flows from operating activities
Net (loss) income	$     (189,509)	$     291,731
Issuance of common stock for services	76,800	-
Adjustments to reconcile net loss to net cash used in operating activities:
Increase (decrease) in operating assets and liabilities:
Deferred revenue	(13,794)	-
Accounts receivable	(4,763)	(28,602)
Accounts payable and accrued liabilities	12,079	76,230
Net cash provided by operating activities	(119,187)	339,359
Net cash provided by investing activities	-	-
Cash flows from financing activities
Repayments of bank loans	(19,162)	-
Proceeds from repayments of due from related parties	70,397	7,087
Proceeds from sale of common stock	153,700	-
Dividend distributions	-	(401,147)
Net cash used in financing activities	204,935	(394,060)
Net increase in cash	85,748	(54,701)
Cash - beginning of year	74,715	62,728
Cash - end of year	$      160,463	$         8,027

See accompanying notes to financial statements.

AMERICAN RESTAURANT CONCEPTS, INC.

NOTES TO FINANCIAL STATEMENTS

FISCAL YEARS ENDED DECEMBER 29, 2008 AND DECEMBER 30, 2007

NOTE 1 - Nature of Business and Summary of Significant Accounting Policies

(a) Nature of Business

We were organized for the purpose of operating Dick’s Wings restaurants, as well as selling Dick’s Wings restaurant franchises.  We franchise two concepts involving Dick’s Wings:  Dick’s Wings Express is a limited service restaurant that concentrates on take-out orders, and Dick’s Wings & Grill is a full-service restaurant.  In exchange for the initial and continuing franchise fees received, we give franchisees the right to use the name Dick’s Wings.

At September 27, 2009, we had 19 franchised restaurants.

(b) Fiscal Year

We operate on a 52 or 53-week fiscal year ending on the last Sunday in December. The fiscal year will allow direct year to year comparisons of the future financial statements.

(c) Restaurant Sales Concentration

As of September 27, 2008, we had 18 franchised restaurants in the state of Florida and 3 in the state of Georgia. The restaurants in Florida aggregated 90% and 84% of our total franchise network sales in fiscal 2009. We are subject to adverse trends and economic conditions in the state of Florida.

(d) Cash and Cash Equivalents

Cash and cash equivalents include highly liquid investments with original maturities of three months or less.

(e) Accounts Receivable

Accounts receivable – consists primarily of royalty receivables from our franchisees. In addition, accounts receivable may include contractually-determined receivables for leasehold improvements, credit cards, vendor rebates, and purchased interest on investments.

(f) Property and Equipment

Property and equipment are recorded at cost. Leasehold improvements include the cost of improvements funded by landlord incentives or allowances and during the build-out period leasehold improvements are amortized using the

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straight-line method over the lesser of the term of the lease, without consideration of renewal options, or the estimated useful lives of the assets, which typically range from five to ten years. Furniture and equipment are depreciated using the straight-line method over the estimated useful lives of the assets, which range from two to eight years. Maintenance and repairs are expensed as incurred. Upon retirement or disposal of assets, the cost and accumulated depreciation are eliminated from the respective accounts and the related gains or losses are credited or charged to earnings.

(h) Revenue Recognition

Franchise agreements have terms ranging from ten to twenty years. These agreements also convey multiple extension terms of five or ten years, depending on contract terms and if certain conditions are met.  We provide the use of the Dick’s Wings trademarks, system, training, pre-opening assistance, and restaurant operating assistance in exchange for area development fees, franchise fees, and royalties of 5% of a restaurant’s sales.

Franchise fee revenue from individual franchise sales is recognized upon opening of the franchised restaurant when all material obligations and initial services to be provided by us have been performed.  Because franchise fees are deemed fully earned and non-refundable under our franchise agreements, we recognize franchisee fee revenue from franchisors who abandon their effort to open a store at the time of abandonment.  

Royalties are accrued as earned and are calculated each period based on restaurant sales as reported by the franchisees.

License fees from area development agreements are recorded as deferred revenue, and are amortized ratably based on the total number of restaurants in the development schedule of the agreement.  The amount is derived by dividing the total amount of the license fee by the number of restaurants in the development schedule.  When a new restaurant is opened under the area development agreement, a proportionate amount of the license fee is recognized as revenue.

With respect to one area development partner, we agreed to allow the partner to retain all franchise fees paid by franchisees procured by the partner, and to share a percentage of royalties paid by franchisees procured by or supervised by the partner. We do not record as revenue any franchise fees paid by franchisees procured by the partner because we are not allowed to retain any portion of that revenue.  With respect to royalties in which partner in the partner is entitled to a share, we record as revenue the full royalty paid by the franchisee and record the partner’s share of the revenue as a professional fee expense.  

All sales taxes are presented on a net basis and are excluded from revenue.

(i) Franchise Operations

We enter into franchise agreements with unrelated third parties to build and operate restaurants using the Dick’s Wings brand within a defined geographical area. We believe that franchising is an effective and efficient means to expand the Dick’s Wings brand. The franchisee is required to operate their restaurants in compliance with their franchise agreement that includes adherence to operating and quality control procedures established by us. We do not

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provide loans, leases, or guarantees to the franchisee or the franchisee’s employees and vendors. If a franchisee becomes financially distressed, we do not provide any financial assistance. If financial distress leads to a franchisee’s noncompliance with the franchise agreement and we elect to terminate the franchise agreement, we have the right but not the obligation to acquire the assets of the franchisee at fair value as determined by an independent appraiser. We receive a 5% royalty of gross sales as defined in the franchise agreement and in most cases, allowances directly from the franchisees’ vendors that generally are less than 0.5% of the franchisees’ gross sales. We have financial exposure for the collection of the royalty payments. Franchisees generally remit franchise payments weekly for the prior week’s sales, which substantially minimizes our financial exposure. Historically, we have experienced insignificant write-offs of franchisee royalties. Franchise and area development fees are paid upon the signing of the related agreements.

(k) Payments Received from Vendors

Vendor allowances include allowances and other funds received from vendors. Certain of these funds are determined based on various quantitative contract terms. We also receive vendor allowances from certain manufacturers and distributors calculated based upon purchases made by franchisees. Franchisee purchase allowances are recorded as Other Income.  Amounts that represent a reimbursement of costs incurred, such as advertising, are recorded as a reduction of the related expense. Amounts that represent a reduction of inventory purchase costs are recorded as a reduction of inventoriable costs.  

(l) Advertising Costs and National Advertising Fund

We maintain a system-wide marketing and advertising fund. Our franchised restaurants are required to remit a designated portion of sales to the advertising fund that is used for marketing and advertising efforts throughout the system.  Our franchise agreements permit us to assess each franchisee a maximum of 3% of sales for the advertising fund.  In 2008 and 2009, we charged a flat rate of $250 per month per store.  Certain payments received from various vendors are deposited into the National Advertising Fund. These funds are used for development and implementation of system-wide initiatives and programs.  In accordance with SFAS No. 45, “Accounting for Franchisee Fee Revenue”, the revenue, expenses and cash flows of the advertising funds are not included in our Statements of Income or Consolidated Statements of Cash Flows because the contributions to these advertising funds are designated for specific purpos es, and we act as an, in substance, agent with regard to these contributions. The assets held by these advertising funds are considered restricted. The current restricted assets and related restricted liabilities are identified on our Balance Sheets.

(m) Basic and Diluted Per Common Share

Under Statement of Financial Accounting Standards (“SFAS”) No. 128, “Earnings Per Share,” basic  earnings  per common  share is computed by dividing income available to common stockholders by the weighted average number of common shares assumed to be outstanding during the period of computation. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional

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common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. When income available for common shareholders is negative, basic and diluted loss per share are the same since additional potential common shares would be anti-dilutive.

(n) Use of Estimates

Our Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of our Financial Statements requires that we make estimates and assumptions that affect the reported amounts of assets and liabilities and the related disclosure of contingent assets and liabilities at the date of the Financial Statements and the reported amounts of revenues and expenses during the reporting period. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Accordingly, actual results may differ significantly from these estimates under different assumptions or conditions.

(o) Stock Based Compensation

We issue stock in lieu of cash for certain transactions. The fair value of the stock, which is based on comparable cash purchases, third party quotations, or the value of services, whichever is more readily determinable, is used to value the transaction

(p) Significant Recent Accounting Pronouncements:

Business Combinations

In December 2007, the FASB issued FASB Statement No. 141(R), “Business Combinations,” which amends SFAS No. 141, and provides revised guidance for recognizing and measuring identifiable assets and goodwill acquired, liabilities assumed, and any noncontrolling interest in the acquiree. It also provides disclosure requirements to enable users of the financial statements to evaluate the nature and financial effects of the business combination. SFAS No. 141(R) is effective for our fiscal year beginning January 1, 2009 and is to be applied prospectively. We have evaluated the potential impact of adopting this statement on our financial position, results of operations and cash flows and believes that no application is necessary.  This statement will impact how we account for future business combinations.

Accounting for Convertible Debt Instruments

In September 2007, the FASB published Proposed FSP No. APB 14-a, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion.” The proposed FSP applies to convertible debt instruments that, by their stated terms, may be settled in cash (or other assets) upon conversion, including partial cash settlement, unless the embedded conversion option is required to be separately accounted for as a derivative under SFAS 133. Convertible debt instruments within the scope of the proposed FSP are not addressed by the existing APB 14. The proposed FSP would require that the liability and equity components of convertible debt instruments within the

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scope of the proposed FSP shall be separately accounted for in a manner that reflects the entity’s nonconvertible debt borrowing rate. This will require an allocation of the convertible debt proceeds between the liability component and the embedded conversion option (i.e., the equity component). The difference between the principal amount of the debt and the amount of the proceeds allocated to the liability component would be reported as a debt discount and subsequently amortized to earnings over the instrument’s expected life using the effective interest method. We have evaluated the potential impact of adopting this statement on our financial position, results of operations and cash flows and believe that no application is necessary.

Accounting for Income Tax Benefits of Dividends on Share-Based Payment Awards

In June 2007, the EITF reached consensus on Issue No. 06-11, “Accounting for Income Tax Benefits of Dividends on Share-Based Payment Awards.” EITF Issue No. 06-11 requires that the tax benefit related to dividend and dividend equivalents paid on equity-classifed nonvested shares and nonvested share units, which are expected to vest, be recorded as an increase to additional paid-in capital. EITF Issue No. 06-11 is to be applied prospectively for tax benefits on dividends declared in our fiscal year beginning January 1, 2008.  We have evaluated the potential impact of adopting this statement on our financial position, results of operations and cash flows and believe that no application is necessary.

Fair Value Accounting

In February 2007, the FASB issued FASB Statement No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“FAS 159”). FAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value, with the objective of improving financial reporting by mitigating volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. The provisions of FAS 159 are effective for our fiscal year beginning January 1, 2008. We do not expect the adoption of FAS 159 to have a material impact on our financial results.

In September 2006, the FASB issued FASB Statement No. 157, “Fair Value Measurements” (“FAS 157”). FAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. The provisions of FAS 157 are effective for our fiscal year beginning January 1, 2008. We do not expect the adoption of FAS 157 to have a material impact on our financial results.

NOTE 2 - Commitments & Contingencies

We lease our corporate offices under an operating lease.  The lease is effective through March 31, 2011.  The future lease obligations for the corporate office are as follows:

2009

$1,324 per month

$15,888 per year

2010

$1,364 per month

$16,368 per year

2011

$1,404 per month

$16,848 per year

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NOTE 3 - Stockholders’ Deficit

We currently have one class of Common Stock authorized, issued and outstanding — Class A. Common Stock.  Par value is $.01/share. We do not currently have any outstanding stock options, restricted stock, warrants, or employee stock purchase plans.  As of September 27, 2009, we had 34,866,667 shares of Common Stock outstanding.  

During the period from January 12, 2009 to May 27, 2009, we issued 608,667 shares of Common Stock to seventeen investors for gross proceeds of $153,700.  578,000 of the shares were sold at $0.25 per share and 30,667 of the shares were sold at $0.30 per share.  The securities were offered pursuant to SEC Regulation D and have been issued only to accredited or sophisticated investors.  

During the period from January 15, 2009 to June 14, 2009, we issued 258,000 shares for paralegal, business plan development, office support/secretarial/business development and branding, securities legal and operational support to thirteen individuals.  We valued theses shares at $76,800 based on the price at which we were contemporaneously selling shares to cash investors at the time of issuance of the shares for services. Specifically, 12,000 of the shares were valued at $0.25 per share and 246,000 of the shares were valued at $0.30 per share.

On July 7, 2009, we effected a forward split of our common stock of 340,000 shares for one share.

NOTE 4 - Related Party Transactions

We have entered into a franchise agreement for three restaurants in the Jacksonville, Florida area with Hot Wings Concepts, Inc., which is owned by Michael Rosenberger.  The terms of the franchise agreements are identical to the franchise agreements executed by unrelated franchisees, except that Hot Wings Concepts, Inc. was not required to pay an initial franchise fee.  During the nine months ended September 27, 2009, we received revenues of $45,189 from the restaurants operated by Hot Wings Concepts, Inc.

NOTE 5 – Income Taxes

Subsequent to the end of the year we terminated our S-corporation status.  Therefore we had C-corporation status for federal income tax reporting beginning on January 1, 2009.

NOTE 6 - Notes Payable

In October 30, 2008, we entered into a loan agreement with Bank of America in the original principal amount of $338,137.92.  The loan agreement consolidated five separate loans which Bank of America had made to us previously.  The loan bears interest at 7% per year, and requires equal month payments of principal and interest of $6,710.65 per month, until November 3, 2013, when the loan is scheduled to be repaid in full.  The loan is secured

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by substantially all of our assets, and is guaranteed by Michael Rosenberger, Rosalie Rosenberger and Hot Wings Concepts, Inc.  The loan was in default as of September 27, 2009 as a result of our failure to make monthly payments due on the loan.

During the fourth quarter of 2008, we borrowed $11,000 from four unrelated persons and issued each lender a promissory note.  The notes bear interest at the rate of 6% per annum, and provide for one balloon payment of all principal and interest three years after the date of the note.  The proceeds were used by us to defray costs associated with a planned public offering.

NOTE 7 – Going Concern

These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business.  We reported a loss of ($246,269) for the nine months ended September 27, 2009, and we were in default on a material bank loan as of September 27, 2009.  We subsequently renegotiated the bank loan so that it is no longer in default, but the entire amount is due and payable in the fourth quarter of 2010 unless we negotiate a further extension.  We intend to raise money from the sale of common stock in a private offering to reduce our indebtedness and provide funds for expansion.  Alternatively, we will need to restructure our indebtedness and turn around our operations.  

These factors, among others, raise substantial doubt about our ability to continue as a going concern for a reasonable period of time.

NOTE 8 – Restatement of Financial Statements

We restated the financial statements for the nine months ended September 27, 2009 and September 28, 2008 to account for information received subsequent to the issuance of the prior financial statements.  Significant components of the restatement were:  

·

We made certain corrections and reclassifications to our financial statements for the year ended December 30, 2007, which effected the opening balance of certain items in the subsequent interim periods.

·

We waived collection of most royalties from the Waycross store during the time it was owned by a related party, which was from January 2007 to October 2008.  We recorded the waived royalties as additional royalty revenue, and recorded an expense for an equal amount as compensation to our chief executive officer.  The amount of the waived royalties was $18,650 in 2008.

·

After the Waycross store was sold by our chief executive officer’s mother in 2008, we allowed the chief executive officer’s mother to collect the royalties from the store.  We recorded the royalties collected by the chief executive officer’s mother as additional royalty revenue, and recorded an expense for an equal amount as compensation to our chief executive officer.  The amount of the additional royalties was $19,450 in 2009.

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·

We eliminated advertising fees collected from our franchisees from revenues and associated advertising expenses.

·

We adjusted the amount of stock-based compensation by $26,950 due to the subsequent cancellation of some shares issued to a service provider.

·

We reversed a double entry of professional fees.

·

We recorded an additional $18,333 of credit card payments as general and administrative expense.

·

We recorded a bonus to our chief executive officer of $37,075, which eliminated a receivable owed to us.

We also made certain accounting corrections and reclassifications.

The following sets forth the adjustments included in the restated financial statements:

	Year	Year
	2009	2008
Revenue
Correction of accounting for Advertising funds	$      (35,250)	$       (46,300)
Reclassification of revenue from Hot Wings Concepts	(45,189)	(27,089)
Recording of Waycross location royalties	19,450	-
Total	(60,989)	(73,389)
Revenue - Related Party
Reclassification of royalties from Hot Wings Concepts, Inc.	45,189	27,089
Recording of Waycross location royalties	-	18,650
Total	45,189	45,739
Expenses
Correction of accounting for Advertising funds	(48,251)	(32,520)
Reclassification of commissions	(73,330)	-
Reclassification of commissions to professional fees	73,330	-
Recording adjustment of stock-based compensation	(26,950)	-
Reversal of professional fees	(103,750)	-
Recording of compensation to related party as G&A	19,450	18,650
Recording credit card expenses to G&A	18,333	-
Recording related party receivable to salaries and wages	37,075	-
Recording of interest on bank loan	16,559	-
Total	(87,534)	(13,870)
Total adjustments	$       71,734	$       (13,780)

The following sets forth the effect of the above changes in the financial statements:

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	For the nine months ended September 27, 2009
	As originally reported	As restated	Difference
Revenue	$      426,394	$      365,405	$      (60,989)
Revenue - Related party	-	45,189	45,189
Total Revenue	426,394	410,594	(15,800)
Expenses
Professional fees	210,421	180,001	(30,420)
Salaries and wages	192,378	229,453	37,075
Stock-based compensation	103,750	76,800	(26,950)
Commissions	73,330	-	(73,330)
Advertising	48,251	-	(48,251)
General and administrative	59,507	97,290	37,783
	687,637	583,544	(104,093)
Income from operations	(261,243)	(172,950)	88,293
Interest expense		(16,559)	(16,559)
Net income	$      (261,243)	$      (189,509)	$      71,734

	For the nine months ended September 28, 2008
	As originally reported	As restated	Difference
Revenue	$      570,496	$      497,107	$      (73,389)
Revenue - Related party	-	45,739	45,739
Total Revenue	570,496	542,846	(27,650)
Expenses
Professional fees	23,052	23,052	-
Salaries and wages	114,985	114,985	-
Stock-based compensation	-	-	-
Commissions	-	-	-
Advertising	32,520	-	(32,520)
General and administrative	75,518	94,168	18,650
	246,075	232,205	(13,870)
Income from operations	324,421	310,641	(13,780)
Interest expense	(18,910)	(18,910)	-
Net income	$      305,511	$      291,731	$      (13,780)

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As of September 27, 2009
As originally reported	As restated	Difference

Total assets	$     244,237	$     217,157	$     (27,080)
Total liabilities	596,074	749,249	153,175
Stockholders' deficit	$     (351,837)	$     (532,092)	$     (180,255)

	As of September 28, 2008
	As originally reported	As restated	Difference
Total assets	$       272,380	$       210,044	$       (62,336)
Total liabilities	422,365	783,127	360,762
Stockholders' deficit	$     (149,985)	$     (573,083)	$     (423,098)

NOTE 9 - Subsequent Events

On January 13, 2010, we entered into a settlement agreement with DWG Partners, under which the Master License Agreement between us and DWG Partners was rescinded and we agreed to refund DWG Partners $250,000 of the original license fee paid by DWG Partners.  We agreed to pay the refund of the license fee by payment of $25,000 upon execution of the agreement, and $5,000 per month until it is paid in full.  In addition, we agreed to pay DWG Partners the proceeds of any franchise fees received from the sale to a franchisee of a store location of which DWG Partners is the lessee, which will be applied to the $250,000 obligation.  Finally, we agreed to allow DWG Partners to retain any royalties it has collected from three franchisees that it procured, and to allow it to continue collecting royalties from those franchisees until the $250,000 obligation is paid in full, with the amount of any franchisee fees collected after Decembe r 15, 2009 being applied to reduce the $250,000 obligation.

On February 22, 2010, we entered into a Forbearance Agreement with Bank of America, N.A.   Under the Forbearance Agreement, our monthly payment obligation is reduced to interest only until November 3, 2010, which represents a substantial reduction in our monthly payment.  However, the entire loan is due and payable on November 3, 2010, unless that date is extended by the lender.

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PROSPECTUS

AMERICAN RESTAURANT CONCEPTS, INC.  

Dated _____________, 2010

Selling shareholders are offering up to 926,667 shares of common stock.  The selling shareholders will offer their shares at $0.25 per share until our shares are quoted on the OTC Bulletin Board or Pick Sheet Exchange and thereafter at prevailing market prices or privately negotiated prices.    

Our common stock is not now listed on any national securities exchange, the NASDAQ stock market or the OTC Bulletin Board.

Dealer Prospectus Delivery Obligation

Until _________ (90 days from the date of this prospectus) all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

Part II - INFORMATION NOT REQUIRED IN PROSPECTUS

INDEMNIFICATION OF OFFICERS AND DIRECTORS

Pursuant to Section 607.0850 of the Florida Statutes, the Registrant has the power to indemnify any person made a party to any lawsuit by reason of being a director or officer of the Registrant, or serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

With regard to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933, as amended, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person of the Systems Corporation in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by a controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by us is against public policy as expressed in the Securities Act of 1933, as amended, and will be governed by the final adjudication of such case.  

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table is an itemization of all expenses, without consideration to future contingencies, incurred or expected to be incurred by us in connection with the issuance and distribution of the securities being offered by this prospectus. Items marked with an asterisk (*) represent estimated expenses. We have agreed to pay all the costs and expenses of this offering. Selling security holders will pay no offering expenses.

ITEM	AMOUNT
SEC Registration Fee*	$      35
Legal Fees and Expenses	36,000
Accounting Fees and Expenses*	36,000
Miscellaneous	28,000
Total	$        100,000
* Estimated Figure

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RECENT SALES OF UNREGISTERED SECURITIES

From January 12, 2009 to May 27, 2009, we issued 608,667 shares to seventeen investors in consideration for an aggregate investment of $153,700. 578,000 of the shares were sold at $0.25 per share and 30,667 of the shares were sold at $0.30 per share.   The securities were offered pursuant to Rule 506 under SEC Regulation D to accredited or sophisticated investors.  

From January 15, 2009 to June 14, 2009, we issued 377,000 shares for paralegal, business plan development, office support/secretarial/business development and branding, securities legal and operational support to thirteen individuals.  We valued theses shares at $103,750 based on the price at which we were contemporaneously selling shares to cash investors at the time of issuance of the shares for services.  In particular, 187,000 of the shares were valued at $0.25 per share and 190,000 of the shares were valued at $0.30 per share.  The securities were offered pursuant to Rule 506 under SEC Regulation D to accredited or sophisticated investors.  

We relied upon Section 4(2) of the Securities Act of 1933, as amended for the above issuances to US citizens or residents.

We believed that Section 4(2) of the Securities Act of 1933 was available because:

·

None of these issuances involved underwriters, underwriting discounts or commissions.

·

Restrictive legends were and will be placed on all certificates issued as described above.

·

The distribution did not involve general solicitation or advertising.

·

The distributions were made only to investors who were sophisticated enough to evaluate the risks of the investment.

In connection with the above transactions, although some of the investors may have also been accredited, we provided the following to all investors:

·

Access to all our books and records.

·

Access to all material contracts and documents relating to our operations.

·

The opportunity to obtain any additional information, to the extent we possessed such information, necessary to verify the accuracy of the information to which the investors were given access.

Prospective investors were invited to review at our offices at any reasonable hour, after reasonable advance notice, any materials available to us concerning our business. Prospective Investors were also invited to visit our offices.

52

Exhibit No.	Description
3.1*	Articles of Incorporation of American Restaurant Concepts, Inc.
3.2*	Amendment to Articles of Incorporation
3.3*	Bylaws of American Restaurant Concepts, Inc.
4.1	Form of common stock Certificate of the American Restaurant Concepts, Inc.(1)
5*	Legal Opinion of Investment Law Group of Gillett, Mottern & Walker, LLP.
10.1	Form of Franchise Agreement
10.2	Trademark License Agreement between Moose River Management, Inc. and American Restaurant Concepts, Inc.
10.3*	Amended and Restated Employment, Non-Disclosure and Non-Competition Agreement of Michael Rosenberger
10.4*	Loan Agreement between Bank of America, N.A. and American Restaurant Concepts, Inc. dated October 28, 2008
10.5*	Forebearance Agreement between Bank of America, N.A. and American Restaurant Concepts, Inc. dated February 22, 2010
23.1*	Consent of W.T. Uniack & Co., CPAs P.C.
23.2*	Consent of Investment Law Group of Gillett, Mottern & Walker, LLP (included in Exhibit 5.1)

^{* Filed herewith.}

⁽¹⁾ Information pertaining to our common stock is contained in our Articles of Incorporation and Bylaws.

UNDERTAKINGS

The undersigned registrant hereby undertakes:

1. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

i. To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

53

ii. To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.

iii. To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

2. That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

4. That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:  Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

54

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons, we have been advised that in theopinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person of the corporation in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by a controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemni fication by us is against public policy as expressed in the Securities Act of 1933, as amended, and will be governed by the final adjudication of such case.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Jacksonville, State of Florida on April 29, 2010.

American Restaurant Concepts, Inc.

By:	Date	Signature
Michael Rosenberger, President	April 29, 2010.	/s/ Michael Rosenberger

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

SIGNATURE	NAME	TITLE	DATE
/s/ Michael Rosenberger	Michael Rosenberger	Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer, President, Director	April 29, 2010.
/s/ James R. Shaw	James R. Shaw	Vice President/Director	April 29, 2010.

55

EX-3.1

Exhibit 3.1

ARTICLES OF INCORPORATION

In compliance with Chapter 607 and/or Chapter 621, F.S. (Profit)

ARTICLE I             NAME

The name of the corporation shall be:

American Restaurants Concepts Inc.

ARTICLE II            PRINCIPAL OFFICE

The principle place of business/mailing address is:

12763 Clear Springs Dr.

Jacksonville Fl. 32225

ARTICLE III         PURPOSE

The purpose for which the corporation is organized is:

Selling Franchises

ARTICLE IV            SHARES

The number of shares of stock is:

100

ARTICLE    V    INITIAL OFFICERS/DIRECTORS (optional)

The name(s) and address(es):

- -1-

ARTICLE VI              REGISTERED AGENT

The name and Florida street address registered agent is:

Mike Rosenberger

12763. Clear Springs Dr.

Jacksonville Fl. 32225

ARTICLE VII           INCORPORATOR

The name and address of the Incorporator is:

Mike Rosenberger

12763 ClearSprings Dr

Jacksonville Fl 32225

**********************************************************************************

Having been named as registered agent to accept service of process for the above stated corporation at the place designated in this certificate, I am familiar with and accept the appointment as registered agent and agree to act in this capacity

____________________________________________

_______________________________

Signature/Registered Agent

Date

_____________________________________

__________________________

Signature/Incorporator

Date

EX-3.2

Exhibit 3.2

Articles of Amendment

to

Articles of Incorporation

of

AMERICAN RESTAURANTS CONCEPTS

       (Name of Corporation as currently filed with the Florida Dept. of State)

P00000042163

(Document Number of Corporation (if known)

Pursuant to the provisions of section 607.1006, Florida Statutes, this Florida Profit Corporation adopts the following amendment(s) to its Articles of Incorporation:

A. If amending name, enter the new name of the corporation:

___________________________________________________________________________The new name must be distinguishable and contain the word “corporation,” “company,” or “incorporated” or the abbreviation “Corp.,” “Inc.,” or Co.,” or the designation “Corp,” “Inc,” or “Co”. A professional corporation name must contain the word “chartered,” “professional association,” or the abbreviation “P.A.”

B. Enter new principal office address, if applicable:                  _____________________         

(Principal office address MUST BE A STREET ADDRESS )

  ___________________

_____________________

C. Enter new mailing address, if applicable:

(Mailing address MAY BE A POST OFFICE BOX)

 ____________________

D. If amending the registered agent and/or registered office address in Florida, enter the name of the new registered agent and/or the new registered office address:

Name of New Registered Agent:

_______________________________

New Registered Office Address:

_______________________________

(Florida street address)

_______________________________, Florida________

(City)

   (Zip Code)

New Registered Agent’s Signature, if changing Registered Agent:

I hereby accept the appointment as registered agent. I am familiar with and accept the obligations of the position.

    __________________________________________

       Signature of New Registered Agent, if changing

Page 1 of 3

If amending the Officers and/or Directors, enter the title and name of each officer/director being removed and title, name, and address of each Officer and/or Director being added:

(Attach additional sheets, if necessary)

Title  

Name

Address

Type of Action

_______

_________________________

___________________________

�� Add

___________________________

�� Remove

___________________________

_______

_________________________

___________________________

�� Add

___________________________

�� Remove

___________________________

_______

_________________________

___________________________

�� Add

___________________________

�� Remove

___________________________

E. If amending or adding additional Articles, enter change(s) here:

     (attach additional sheets, if necessary). (Be specific)

_____________________________________________________________________________________________

Article IV is amended in its entirety to read:

This corporation is authorized to issue 100,000,000 shares of $.01 par value  common stock, which shall be designated as “Class A Common Shares.”

F. If an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself:

      (if not applicable, indicate N/A)

______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

Page 2 of 3

The date of each amendment(s) adoption: January 5, 2009

     (date of adoption is required)

Effective date if applicable: ____________________________________________________________

       (no more than 90 days after amendment file date)

Adoption of Amendment(s)

(CHECK ONE)

The amendment(s) was/were adopted by the shareholders. The number of votes cast for the amendment(s)   by the shareholders was/were sufficient for approval.

 The amendment(s) was/were approved by the shareholders through voting groups. The following statement

    must be separately provided for each voting group entitled to vote separately on the amendment(s):

        “The number of votes cast for the amendment(s) was/were sufficient for approval

       By  ___________________________________________________ .”

(voting group)

 The amendment(s) was/were adopted by the board of directors without shareholder action and shareholder

 action was not required.

 The amendment(s) was/were adopted by the incorporators without shareholder action and shareholder

 action was not required.

Dated  June 25, 2009

Signature_______________________________________________________________

(By a director, president or other officer – if directors or officers have not been

selected, by an incorporator – if in the hands of a receiver, trustee, or other court

appointed fiduciary by that fiduciary)

     ____________  Michael Rosenberger_______________

(Typed or printed name of person signing)

                                      President_____________________

                                                  (Title of person signing)

Page 3 of 3

EX-3.3

Exhibit 3.3

BYLAWS

OF

AMERICAN RESTAURANTS

CONCEPTS, INC.

ARTICLE I

CORPORATE OFFICE

The office and principle place of business of American Restaurants Concepts, Inc. ("Corporation”) shall be located at 12763 Clear Springs Dr., Jacksonvi1le, FL 32225.

ARTICLE II

This corporation is a Closely Held Corporation and shall be governed by Fla. St. 607.0732.  The corporation shall be governed by its Shareholders and shall act in the place of the Board of Directors until such time that, upon majority vote of the Shareholder, the Shareholders may elect to initiate a Board of Directors.

SHAREHOLDERS

1.  Annual Meeting

A meeting shareholders shall be held annually for the transaction of business on such date in each year as may be determined by the Shareholders, but in no event later than 100 days after the anniversary of the date of incorporation of the Corporation.

2.  Special Meetings

Special meetings of the Shareholders may be requested by the President, or any Shareholder.

3.  Place of Meetings

Shareholders meetings shall be held at the corporation's principal place of business unless otherwise stated in the notice.

4.  Notice of Meetings

- -1-

Written notice of all Shareholder meetings shall be provided under this section or as otherwise required by law. The Notice shall state the place, date, and hour of meeting, and if for a special meeting, the purpose of the meeting. Such notice shall be mailed to all Shareholders of record at the address shown on the corporate books, at least 10 days prior to the meeting. Such notice shall be deemed effective when deposited in ordinary U.S. mail, properly addressed, with postage prepaid.

5.  Waiver of Notice

Notice of a meeting need not be given to any shareholder who submits a signed waiver of notice, in person or by proxy, whether before or after the meeting. The attendance of any shareholder at a meeting, in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of notice by him or her.

6.  List of Shareholders at Meetings

A list of the shareholders as of the record date, certified by the Secretary or any Assistant Secretary or by a transfer agent, shall be produced at any meeting of the shareholders upon the request thereat or prior thereto of any shareholder. If the right to vote at any meeting is challenged, the inspectors of election, or the person presiding thereat, shall require such list of the shareholders to be produced as evidence of the right of the persons challenged to vote at such meeting, and all persons who appear from such list to be shareholders entitled to vote thereat may vote at such meeting.

7.  Qualification of Voters

Unless otherwise provided in the Articles of Incorporation, every shareholder of record shall be entitled at every meeting of the shareholders to one vote for every share standing in its name on the record of the shareholders.

No shareholder shall sell his vote, or issue a proxy to vote, to any person for any sum of money or anything of value except as permitted by law.

8.  Action by Shareholders Without a Meeting

Any action required by law, these bylaws or the articles of incorporation of this corporation to be taken at any annual or special meeting of shareholders of the corporation, or any action that may be taken at any annual or special meeting of such shareholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all shares entitled to vote were present and voted. If any class of shares is entitled to vote as a class, written consent sha1l be required of the holders of a majority of the shares of each class of shares entitled to vote a class and of the total shares entitled to vote.

Within 10 days after obtaining authorization by written consent, notice shall be given to those shareholders who have not consented in writing.  The notice shall fairly summarize the material features of the authorized action and, if the action be a merger, consolidation or sale or exchange of assets for which dissenters’ rights are provided under this act, the notice shall contain a clear statement of the right of dissenting shareholders to be paid fair value of their shares upon compliance with further provisions of this act regarding the rights of dissenting shareholders.

2

9.  Quorum of Shareholders

The holders of a majority of the shares of the Corporation issued and outstanding and entitled to vote at any meeting of the shareholders shall constitute a quorum at such meeting for the transaction of any business, provided that when a specified item of business is required to be voted on by a class or series, voting as a class, the holders of a majority of the shares of such class or series shall constitute a quorum for the transaction of such specified item of business.  

When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholders.

The shareholders who are present in person or by proxy and who are entitled to vote may, by a majority of votes cast, adjourn the meeting despite the absence of a quorum.

10.  Proxies

Every shareholder entitled to vote at a meeting of the shareholders, or to express consent or dissent without a meeting, may authorize another person or persons to act for him by proxy.

Every proxy must be signed by the shareholder or its attorney. No proxy shall be valid after the expiration of eleven months from the date thereof unless otherwise provided in the proxy.  Every proxy shall be revocable at the pleasure of the shareholder executing it, except as otherwise provided by law.

The authority of the holder of a proxy to act shall not be revoked by the incompetence or death of the shareholder who executed the proxy, unless before the authority is exercised written notice of an adjudication of such incompetence or of such death is received by the Secretary or any Assistant Secretary.

11. Vote or Consent Of Shareholders

Directors, except as otherwise required by law, shall be elected by a plurality of the votes cast a meeting of shareholders by the holders of shares entitled to vote in the election should such Directors be elected.

Whenever any corporate action, other than the election of directors, is to be taken by vote of the shareholders, it shall, except as otherwise required by law, be authorized by a majority of the votes cast at a meeting of shareholders by the holders of shares entitled to vote thereon.

Whenever shareholders are required or permitted to take any action by vote, such action may be taken without a meeting on written consent, setting forth the action so taken, signed by the holders of all outstanding shares entitled to vote thereon.  Written consent thus given by the holders of all outstanding shares entitled to vote shall have the same effect as an unanimous vote of shareholders.

3

ARTICLE III

OFFICERS

1. Election of Officers

The Board of Directors, as soon as may be practicable after the annual election of directors, shall elect a President and a Secretary, and from time to time may elect or appoint such other officers as it may determine.  Any two or more offices may be held by the same person.  The Board of Directors may also elect one or more Vice Presidents, Assistant Secretaries and Assistant Treasurers.

2. Other Officers

The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

3. Compensation

The salaries of all officers and agents of the Corporation shall be fixed by the Board of Directors.

4. Term of Office and Removal

Each officer shall hold office for the term for which he is elected or appointed, and until his successor has been elected or appointed and qualified. Unless otherwise provided in the resolution of the Board of Directors electing or appointing an officer, his term of office shall extend to and expire at the meeting of the Board following the next annual meeting of shareholders. Any officer may be removed by the Board with or without cause, at any time. Removal of an officer without cause shall be without prejudice to his contract rights, if any, and the election or appointment of an officer shall not of itself create contract rights.

5. President

The President shall be the chief executive officer of the Corporation, shall have general and active management of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. The President shall also preside at all meetings of the shareholders and the Board of Directors.

The President shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation.

5

ARTICLE IV

OTHER MATTERS

1. Corporate Seal

The Board of Directors may adopt a corporate seal, alter such seal at pleasure, and authorize it to be used by causing it or a facsimile to be affixed or impressed or reproduced in any other manner.

2.  Fiscal Year

The fiscal year of the Corporation shall be the twelve months ending December 31^st, or such other period as may be fixed by the Board of Directors.

3. Amendments

Bylaws of the Corporation may be adopted, amended or repealed by vote of the holders of the shares at the time entitled to vote in the election of any directors.  Bylaws may also be adopted, amended or repealed by the Board of Directors, but any bylaws adopted by the Board may be amended or repealed by the shareholders entitled to vote thereon as herein above provided.

If any bylaw regulating an impending election of directors is adopted, amended or repealed by the Board of Directors, there shall be set forth in the notice of the next meeting of shareholders for the election of directors the bylaw so adopted, amended or repealed, together with a concise statement of the changes made.

Certification

I certify that the foregoing is a true and correct copy of the Bylaws of the above-named corporation, duly adopted by the Shareholders on this 25 day of April, 2000.

/s/Michael Rosenberger,

President of the Corporation

EX-5.1

INVESTMENT LAW GROUP

OF GILLETT, MOTTERN & WALKER, LLP

1230 Peachtree Street NE

Suite 2445

Atlanta, Georgia 30309

____________________

Telephone: (404) 607-6933  Facsimile: (678) 840-2126

April 28, 2010

American Restaurant Concepts, Inc.

14476 Duval Place West, Suite 103

Jacksonville, FL 32218

Re: Registration Statement on Form S-1/A

Gentlemen:

Our firm has acted as counsel in the preparation on a Registration Statement on Form S-1/A (the "Registration Statement") filed by you with the Securities and Exchange Commission covering 926,667 shares of Common Stock of American Restaurant Concepts, Inc. to be filed on or about April 29, 2010 (the "Stock").

You have asked us to render our opinion as to the matters hereinafter set forth herein.

We have examined originals and copies, certified or otherwise identified to my satisfaction, of all such agreements, certificates, and other statements of corporate officers and other representatives of the company, and other documents as we have deemed necessary as a basis for this opinion. In our examination we have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals, and the conformity with the originals of all documents submitted to me as copies. We have, when relevant facts material to my opinion were not independently established by me, relied to the extent we deemed such reliance proper upon written or oral statements of officers and other representatives of the Company.

Based upon and subject to the foregoing, we are of the opinion that insofar as the laws of Florida are concerned:

1. The Company is a corporation duly organized and validly existing under the laws of Florida.

2. The Securities to be sold as described in the Registration Statement have been duly authorized and legally issued as fully paid and non-assessable shares.

We hereby consent to the filing of this opinion with the Securities and Exchange Commission as Exhibit 5 to the Registration Statement, and to the use of our firm name wherever appearing in the Registration Statement.

Very truly yours,

INVESTMENT LAW GROUP OF GILLETT, MOTTERN & WALKER, LLP

/s/ Robert J. Mottern

Robert J. Mottern, Esq.

EX-10.3

Exhibit 10.3

AMENDED AND RESTATED

EMPLOYMENT, NON-DISCLOSURE

AND NON-COMPETITION AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT, NON-DISCLOSURE AND NON-COMPETITION AGREEMENT (“Agreement”) is effective as of January 1, 2010, between American Restaurant Concepts, Inc. (“Company”), a Florida corporation, and Michael Rosenberger (“Employee”).

BACKGROUND

Company desires to retain the services of Employee as an employee of Company and Employee seeks to retain employment with Company, pursuant to the terms provided in this Agreement.

In consideration of the mutual covenants and promises made in this Agreement, including without limitation covenants not to compete and to protect trade secrets and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties agree as follows:

AGREEMENT

1.

Employment.  Company employs Employee and Employee accepts employment with Company on the terms and conditions set forth in this Agreement.

2.

Term.  The term of employment under this Agreement shall commence on January 1, 2010 (the “Effective Date”) and shall continue for a period of two (2) years from such date, subject to the termination provisions provided in this Agreement.

3.

Duties.  Employee shall hold the position of Chief Executive Officer, and in such capacity shall be responsible for assuming and performing such duties and responsibilities of an administrative or executive nature.  Employee acknowledges that Employee has been informed of Employee’s specific duties and discussed them with Company and that Employee understands the scope of such services.

4.

Extent of Service: Outside Activities.  

4.1

Extent of Service.  During Employee’s employment with Company, Employee shall devote Employee’s best efforts, attention and energy to the business of Company and shall diligently perform to the best of Employee’s ability such duties as may be required. Employee will devote a minimum of 1500 hours per year to the business of the Company.

4.2

Outside Activities.  It is understood that, during the term of Employee’s employment with Company, Employee will notify Company of any other business activity, whether or not such business activity is pursued for gain, profit, or pecuniary advantage and whether or not such activity is carried on outside normal working hours.  This provision is not to be construed as preventing Employee from personally, and for Employee’s own account, trading in stocks, bonds, securities, real estate, or commodities, or making other forms of investment for Employee’s own benefit, if such activities are preformed outside of normal business hours and do not require significant services by Employee.

1

5.

Location.  During the term of this Agreement, Employee shall be based in the Jacksonville, Florida metropolitan area and shall not be required to perform his duties under this Agreement in any other location, except for travel reasonably required in the performance of such duties and except as otherwise agreed by Employee.

6.

Compensation and Other Benefits.

6.1

Cash Compensation.  For the services and duties performed by Employee under this Agreement, Employee shall be paid base compensation in the amount of One Hundred Thousand Dollars ($100,000) per calendar year, payable in accordance with Company’s customary payroll practices.  Payments shall be reduced by applicable withholdings and pro rated to the date of termination.

6.2

Fringe Benefits.  In addition to the cash compensation provided above, Company shall provide to Employee the opportunity to participate in all fringe benefits and benefit plans sponsored or provided from time to time during the term of this Agreement by Company and covering Company’s employees generally or any particular group of employees of which Employee is a member, all subject to the terms and conditions of such benefit plans.

6.3

Business Expense Reimbursement.  Throughout the term of employment under this Agreement, Employee shall be authorized to incur and shall be reimbursed for reasonable and customary expenses incurred by Employee solely in the performance of Employee’s services under this Agreement.  Employee shall account to Company for such expenses in detail sufficient enough to enable Company to properly document and deduct such expenses for federal income tax purposes.  It is understood that such expenses shall be incurred in accordance with such reasonable guidelines as may be established from time to time by Company.

7.

Non-Competition, Non-Interference and Non-Disclosure

7.1

Non-Competition.  For purposes of this Section 7, the following terms shall have the following meanings:

(a)

“Affiliate” has the meaning set forth in Rule 144(a)(1) promulgated by the Securities and Exchange Commission.

(b)

“Business” means [the ownership and/or operation of any retail food business that serves chicken wings as a menu item], and other services and business activities conducted by Company from time to time.

(c)

“Company” means Company, any wholly-owned or partially owned Subsidiary of Company, or any Affiliate of Company.

2

(d)

“Employee Duties” means all duties commensurate with the position of Chief Operating Officer.

(e)

“Subsidiary” means any entity of which fifty percent (50%) or more of the securities are owned directly or indirectly by Company.

(f)

“Territory” means the following limited geographical areas in which Company carries on business (directly or indirectly):

(i)

a radius from any facility or office of Company equal to five (5) miles;

(ii)

the municipalities where Company conducts business;

(iii)

the counties where Company conducts business;

(iv)

the states of: Florida and Georgia.

7.2

Non-Competition.  

During the term of this Agreement and for a period of two (2) years from and after the date of the termination of Employee’s employment with Company, employee agrees not to have ANY relationship with any company that directly competes with Dick’s Wings and Grill concept in it’s territory.  Employee explicitly recognizes, acknowledges and warrants that (i) Company and its affiliates operate or intend to operate on a regional basis; (ii) Employee has unique and specialized skills vital to the success of Company; (iii) the performance by Employee of the Employee Duties anywhere in the Territory for the benefit of any competitor of Company, or performance of any other restricted activity listed above, would jeopardize Company’s proprietary interests; and (iv) Employee has carefully reviewed the categories of competition and that such categories accurately reflect the scope of Company’s specific business niche in the marketplace and that the restrictions against such competition set forth in this Agreement, including without limitation the time and territory restrictions considered both independently and collectively, are fairly and reasonably defined in a narrow manner in order to protect the legitimate interests of Company.

7.3

Non-Interference with Suppliers. Employee agrees that, during the time period set forth in Section 7.2(a), Employee shall not in any way or in any capacity, without the prior express written consent of the Board, cause or attempt to cause any existing or former supplier of Company to not do business with Company, or otherwise interfere or attempt to interfere with any business relationship between Company and any of its existing or former suppliers.

7.4

Non-Interference with Employees and Contractors. Employee agrees that, during the time period set forth in Section 7.2(a), Employee shall not in any way or in any capacity, without prior express written consent of the Board, induce or solicit to leave employment or terminate or modify his or her relationship with Company, or anyone who is or was, during the last year of Employee’s employment with Company, an employee, independent contractor or other service provider, or other proprietary contact of Company.

3

7.5

Non-Disclosure.

(a)

Employee acknowledges that Employee’s association with Company will provide Employee with access to certain confidential information of Company (the “Confidential Information”), including but not limited to various products, developments, concepts, designs, procedures, “know-how,” improvements, processes, slogans, trademarks, marketing plans, strategies, methods, information with respect to costs, marketing and sales, and other knowledge, data and trade secrets relating to business methods, processes and strategies, all of which are valuable, special and unique assets of Company and provide Company with opportunities it believes will allow it to obtain advantages over its competitors. Confidential Information also includes any information described as proprietary or marked or designated as confidential information, whether or not owned or developed by Company.

(b)

Confidential Information does not include any information that; (i) at the time of disclosure or thereafter is generally available to and/or known by the general public (other than as a result of a disclosure in violation of this Agreement); (ii) was available to Employee on a non-confidential basis from a source other than Company, if the source is not and was not bound by a confidentiality/non-disclosure agreement with Company; or (iii) has been independently acquired or developed by Employee without violating any of the obligations or restrictions under this Agreement.

(c)

Employee agrees that Employee shall not: (i) disclose or permit the disclosure of the existence, content or substance of any Confidential Information to any person or entity for any purpose or reason whatsoever, specifically including but not limited to persons or entities doing business in Company’s specific market niche, without the prior written consent of the Board (and in the case of such consent, only in a manner that is in the best interests of Company); (ii) use the Confidential Information for any purpose other than as necessary to provide services to Company in a manner intended to serve the best interests of Company; (iii) copy or reproduce any of the Confidential Information; or (iv) remove any copyright notice, trademark notice, and/or other proprietary legend set forth on or within any Confidential Information. Employee also agrees to otherwise use Employee’s best efforts to maintain the confidential nature of the Confidential Information and to prevent any unauthorized access, reproduction, disclosure, and/or use any of the Confidential Information.

(d)

Company is not granting or extending to Employee any rights or any kind under any patent, copyright, trademark or other intellectual property right that Company may have or may hereafter obtain with respect to the Confidential Information. Upon termination of Employee’s employment for any reason, or upon the written request of Company at any time, Employee shall deliver to Company all copies of all documents or other materials (in any form) containing Confidential Information, and shall certify in writing that all of such documents and materials have been returned to Company.

4

7.6

Enforcement and Damages. Employee acknowledges that all covenants contained in this Section 7 are made expressly for the benefit of Company and for any Subsidiary of Affiliate of Company and may be enforced by Company, any such Subsidiary or Affiliate or any successor or assign. Employee acknowledges that there is no adequate remedy at law to redress a breach or threatened breach of the covenants contained in this section 7 and therefore agrees that the party seeking to enforce any of such provisions shall be entitled to an injunction or other equitable relief against Employee restraining Employee from such breach, and Employee waives any claim or defense that such enforcing party has an adequate remedy at law for any such breach; provided, however, that nothing contained in this Agreement shall prohibit Company or its successors from pursuing any other remedies including, without limiting the generality of the foregoing, the recovery of damages. Employee agrees that Employee shall take no action or cause any owner or the Board of Company to take any action that would prevent the enforcement by Company in good faith of the terms of this Agreement. Employee also agrees that the enforcement of this agreement by injunction or otherwise will not prevent Employee from earning a livelihood or impose any undue hardship, economic or otherwise, on Employee.

8.

Termination.

8.1

Definition of Cause. For purposes of this Section 8, “Cause” means the occurrence of one or more of the following:

(a)

Commission of a crime involving moral turpitude that involves Company;

(b)

Conviction of a felony;

(c)

Repeated or habitual intoxication or being under the influence of drugs while on the premises of Company or while performing any of Employee’s duties;

(d)

Material act of dishonesty in connection with employment;

(e)

Willful failure to perform or gross neglect of duties as an employee, other than as a direct result of incapacity due to illness;

(f)

Material breach of this Agreement.

8.2

Effect of Termination.

   Upon termination of this Agreement by either party for any reason and subject to other terms of this Agreement: (1) Company shall pay Employee’s accrued but unpaid base compensation due under this Agreement through the date of termination; (2) Employee shall be entitled to receive any benefits or other rights to which Employee is entitled under applicable law or any employee benefit plan as a result of termination; and (3) Employee shall be entitled to reimbursement for all of Employee’s pending reimbursable business expenses incurred prior to the date of termination. Upon termination of this Agreement by Company without Cause, in addition to the foregoing, for the remainder of the term of this Agreement Company shall continue to pay Employee’s base compensation and shall extend Employee’s participation in all employee benefit plans in which Employee was parti cipating on the date of termination. Other than these amounts, Company and Employee agree that no salary, benefits, payments or other reimbursements of any kind shall be payable by Company, and no employer/employee relationship, right to employment with Company or duty of employment by Employee shall exist under this Agreement from and after the date of termination.

5

8.3

Disability. If Employee is unable to perform the essential functions of Employee’s duties by reason of illness, injury or incapacity for a period of more than one hundred twenty (120) consecutive days or more than one hundred twenty (120) days in any twelve (12)-month period, Employee shall be deemed to have a disability and Employee’s compensation shall cease. If Employee is unable to perform the essential functions of Employee’s duties by reason of illness, injury or incapacity for a period of more than one hundred eighty (180) days, this Agreement will terminate. This Section is intended to comply with all applicable law, including the Americans with Disabilities Act of 1990, the Family Medical Leave Act of 1993 and the Health Insurance Portability and Accountability Act of 1996.

8.4

Death.

 If Employee dies, unless sooner terminated this Agreement will terminate effective as of such date and Employee’s estate shall be entitled to compensation, benefits and reimbursement as set forth in (1) through (3) of the Section of this Agreement entitled “Effect of Termination.”

9.

Miscellaneous Provisions.

9.1

Oral Modification Not Binding. Except as otherwise provided in this Agreement, this Agreement supersedes all prior agreement and understandings between the parties and may not be changed or terminated orally. No change or attempted waiver of the provisions of this Agreement shall be binding unless it is in writing and signed by the party against whom the same is sought to be enforced.

IN WITNESS WHEREOF, the parties have executed this agreement under seal effective the date first written above.

American Restaurant Concepts, Inc.

/s/ James Robert Shaw

By: James Robert Shaw, Secretary

/s/ Michael Rosenberger

Michael Rosenberger, individually

6

EX-10.4

EXHIBIT 10.4

Loan Agreement

Date of Agreement October 30, 2008

Principal Amount: $338, 137.92 Account Number: 21-0004650193

Introduction.  This Agreement dated and effective as of November 3, 2008, is entered into between American Restaurants Concepts Inc. (the “Borrower”) and Bank of America, N A (the “Bank”).  The Borrower agrees to the following terms and conditions:

1.

LOAN

1.1

Loan Amount.  The Bank agrees to provide a term loan to the Borrower in the amount of Three Hundred Thirty-Eight Thousand One Hundred Thirty-Seven and 92/100 Dollars ($338,137.92) (the “Commitment”).

1.2

Availability Period.  The loan is available in one disbursement from the Bank on the date of this Agreement.

1.3

Interest Rate.  The interest rate is 7% per year.

1.4  

Repayment Terms.

The Borrower will repay principal and interest in equal combined installments of Six Thousand Seven Hundred Ten and 65/100 Dollars ($6,710.65) beginning on December 3, 2008, and on the same day of each month thereafter, and ending on November 3, 2013 (the “Repayment Period”)   In any event, on the last day of the Repayment Period, the Borrower will repay the remaining principal balance plus any interest then due.  Each installment, when paid, will be applied first to the payment of interest accrued.  The balance of each installment will be applied to the repayment of principal.

1.5

Prepayments.  The Borrower may prepay up to twenty percent (20%) of the original amount of the loan in any Annual Period without the payment of a prepayment fee or premium   “Annual Period” means the period commencing on the date of this Agreement and ending twelve (12) months thereafter, and each subsequent twelve-month period Prepayments in any Annual Period which exceed, in the aggregate, twenty percent (20%) of the original amount of the loan (“Excess Prepayments”) must be accompanied by payment of a prepayment fee as follows:

During the first Annual Period, five percent (5%) of the Excess Prepayments,

During the second Annual Period, four percent (4%) of the Excess Prepayments,

During the third Annual Period, three percent (3%) of the Excess Prepayments,

During the fourth Annual Period, two percent (2%) of the Excess Prepayments,

During the fifth Annual Period, one percent (1%) of the Excess Prepayments.

No prepayment fee will be assessed after the fifth Annual Period.  Partial prepayments will be applied to the most remote payment of principal due under this Agreement.

2.

FEES AND EXPENSES

2.1

Fees.

(a)

Waiver Fee.  If the Bank, at its discretion, agrees to waive or amend any terms of this Agreement, the Borrower will, at the Bank’s option, pay the Bank a fee for each waiver or amendment in an amount advised by the Bank at the time the Borrower requests the waiver or amendment.  Nothing in this paragraph shall imply that the Bank is obligated to agree to any waiver or amendment requested by the Borrower.  The Bank may impose additional requirements as a condition to any waiver or amendment.

Ref #: 1000015857 – American Restaurants Concepts Inc.                    

AFS Loan Agreement                                                                    

   -1-

(b)

Late Fee.  To the extent permitted by law, the Borrower agrees to pay a late fee in an amount not to exceed four percent (4%) of any payment that is more than fifteen (15) days late   The imposition and payment of a late fee shall not constitute a waiver of the Bank’s rights with respect to the default.

2.2

Expenses.  The Borrower agrees to immediately repay the Bank for expenses that include, but are not limited to, filing, recording and search fees, appraisal fees, title report fees, documentation fees, and all fees and taxes required by law in connection with providing the credit.

2.3

Reimbursement Costs.  The Borrower agrees to reimburse the Bank for the cost of periodic field examinations of Borrower’s books, records and collateral, and appraisals of the collateral, at such intervals as the Bank may reasonably require.  The actions described in this paragraph may be performed by employees of the Bank or by independent appraisers.

3.

COLLATERAL

3.1

Personal Property.  The personal property listed below now owned or owned in the future by the parties listed below will secure Borrower’s obligations to the Bank under this Agreement or, if the collateral is owned by a guarantor, will secure the guaranty, if so indicated in the security agreement.  The collateral is further defined in security agreement (s) executed by the owners of the collateral.  In addition, all personal property collateral owned by the Borrower securing this Agreement shall also secure all other present and future obligations of the Borrower to the Bank (excluding any consumer credit covered by the federal Truth in Lending law, unless the Borrower has otherwise agreed in writing or received written notice thereof).  All personal property collateral securing any other present or future obligations of the Borrower to the Bank shall also secure this Agreement.

(a)

Equipment and fixtures owned by the Borrower

(b)

Inventory owned by the Borrower

(c)

Receivables owned by Borrower.

3.2

Real Property – Parcel #1.

(a)

The Borrower’s obligations to the Bank under this Agreement will be secured by a lien covering the following real property owned by Michael P. Rosenberger and Rosalia Rosenberger

Parcel I:  12763 Clear Springs Drive

Jacksonville, FL 32225

The Bank’s lien may be junior to the existing first and second liens on the real property.

3.3

Real Property – Parcel #2.

(a)

The Borrower’s obligations to the Bank under this Agreement will be secured by a lien covering the following real property owned by Michael  Philip Rosenberger and W. Roasalie Rosenberger:

Parcel II  1037 Magnolia Landing Drive

Atlantic Beach, FL 32233

The Bank’s lien my be junior to the existing first and second liens on the real property.

(b)

The Bank may require an appraisal or inspections for infestation, structural soundness, environmental hazards, ground stability or other matters relating to the condition of the real property, as required elsewhere in this Agreement or as separately communicated to the Borrower.  The Bank’s decisions on whether to approve or deny the Borrower’s request for credit, or to require or not require appraisals or inspections, should not be relied upon by the Borrower or any other party to determine the fair market value of the property or the condition of the property.  The Bank assumes no liability for the accuracy of any appraisal or inspection and makes no warranty of any kind about the condition or value of the property.  The Borrower and any other party should consult with appropriate professionals for an assessment of the value and condition of the property.

Ref #: 1000015857 – American Restaurants Concepts Inc.                    

AFS Loan Agreement                                                                   

    -2-

4.

DISBURSEMENTS, PAYMENTS AND COSTS

4.1

Telephone Authorization.

(a)

The Bank may honor telephone instructions for advances or repayments given, or purported to be given, by any one of the individuals authorized to sign loan agreements on behalf of the Borrower, or any other individual designated by any one of such authorized signers.

(b)

Advances will be deposited in and repayments will be withdrawn from account number FL 005481136747 owned by the Borrower, or such other of the Borrower’s accounts with the Bank as designated in writing by the Borrower.

(c)

The Borrower will indemnify and hold the Bank harmless from all liability, loss, and costs in connection with any act resulting from telephone instructions the Bank reasonably believes are made by any individual authorized by the Borrower to give such instructions.  This paragraph will survive this Agreement’s termination, and will benefit the Bank and its officers, employees, and agents.

4.2

Direct Debit (Pre-Billing).

(a)

The Borrower agrees that the Bank will debit deposit account number FL 005481136747 owned by the Borrower, or such other of the Borrower’s accounts with the Bank as designated in writing by the Borrower (the “Designated Account”) on the date each payment from the Borrower becomes due (the “Due Date”).  Payments include interest payments, principal payments (if applicable) and fees (if applicable).

(b)

Prior to each Due Date, the Bank will mail to the Borrower a statement of the amounts that will be due on that Due Date (the “Billed Amount”).  The bill will be mailed a specific number of calendar days prior to the Due Date, which number of days will be mutually agreed from time to time by the Bank and the Borrower.  The calculations in the bill will be made on the assumption that no new extensions of credit or payments will be made between the date of the billing statement and the Due Date, and that there will be no changes in the applicable interest rate.

(c)

The bank will debit the Designated Account for the Billed Amount, regardless of the actual amount due on that date (the “Accrued Amount”)   If the Billed Amount debited to the Designated Account differs from the Accrued Amount, the discrepancy will be treated as follows.

(i)

If the Billed Amount is less than the Accrued Amount, the Billed Amount for the following Due Date will be increased by the amount of the discrepancy   The Borrower will not be in default by reason of any such discrepancy.

(ii)

If the Billed Amount is more than the Accrued Amount, the Billed Amount for the following Due Date will be decreased by the amount of the discrepancy.

Regardless of any such discrepancy, interest will continue to accrue based on the actual amount of principal outstanding without compounding.  The Bank will not pay the Borrower interest on any overpayment.

(d)

The Borrower will maintain sufficient funds in the Designated Account to cover each debit.  If there are insufficient funds in the Designated Account on the date the Bank enters any debit authorized by this Agreement, the Bank may reverse the debit.

(e)

The Borrower may terminate this direct debit arrangement at any time by sending written notice to the Bank.  If the Borrower terminates this arrangement, then the principal amount outstanding under this Agreement will at the option of the Bank bear interest at a rate per annum which is one (1 0) percentage point higher than the rate of interest otherwise provided under this Agreement and the amount of each payment will be increased accordingly.

4.3

Banking Days.  Unless otherwise provided in this Agreement, a banking day is a day other than a Saturday, Sunday or other day on which commercial banks are authorized to close, or are in fact closed, in the state where the Bank’s lending office is located, and, if such day relates to amounts bearing interest at an offshore rate (if any), means any such day on which dealings in dollar deposits are conducted among banks in the offshore dollar interbank market.  All payments and disbursements which would be due on a day which is not a banking day will be due on the next banking day.  All payments received on a day which is not a banking day will be applied to the credit on the next banking day.

Ref #: 1000015857 – American Restaurants Concepts Inc.                    

AFS Loan Agreement                                                                      

 -3-

4.4

Interest Calculation.  Except as otherwise stated in this Agreement, all interest and fees, if any, will be computed on the basis of a 360-day year and the actual number of days elapsed.  This results in more interest or a higher fee than if a 365-day year is used   Installments of principal which are not paid when due under this Agreement shall continue to bear interest until paid.

4.5

Default Rate.  Upon the occurrence of any default or after maturity or after judgment has been rendered on any obligation under this Agreement, all amounts outstanding under this Agreement, including any interest, fees, or costs which are not paid when due, will at the option of the Bank bear interest at a rate which is 6.0 percentage point(s) higher than the rate of interest otherwise provided under this Agreement.  This may result in compounding of interest.  This will not constitute a waiver of any default.

5.

CONDITIONS

Before the Bank is required to extend any credit to the Borrower under this Agreement, it must receive any documents and other items it may reasonably require, in form and content acceptable to the Bank, including any items specifically listed below.

5.1

Authorizations.  If the Borrower or any guarantor is anything other than a natural person, evidence that the execution, delivery and performance by the Borrower and/or such guarantor of this Agreement and any instrument or agreement required under this Agreement have been duly authorized.

5.2

Governing Documents.  If required by the Bank, a copy of the Borrower’s organizational documents.

5.3          Guaranties.  Guaranties signed by Hot Wing Concepts, Inc. (“Hot Wing Concepts, Inc.”), Michael P. Rosenberger (“Michael  P. Rosenberger”) and W. Rosalie Rosenberger (“W. Rosalie Rosenberger”).

5.4

Security Agreements.  Signed original security agreements covering the personal property collateral which the Bank requires.

5.5

Perfection and Evidence of Priority.  Evidence that the security interests and liens in favor of the Bank are valid, enforceable, properly perfected in a manner acceptable to the Bank and prior to all others’ rights and interests, except those the Bank consents to in writing.  All title documents for motor vehicles which are part of the collateral must show the Bank’s interest.

5.6

Payment of Fees.  Payment of all fees, expenses and other amounts due and owing to the Bank.  If any fee is not paid in cash, the Bank may, in its discretion, treat the fee as a principal advance under this Agreement or deduct the fee from the loan proceeds.

5.7

Mortgage.  Signed and acknowledged original mortgage, as required by the Bank, encumbering the real property collateral.

6.

REPRESENTATIONS AND WARRANTIES

When the Borrower signs this Agreement, and until the Bank is repaid in full, the Borrower makes the following representations and warranties.  Each request for an extension of credit constitutes a renewal of these representations and warranties as of the date of the request:

6.1

Formation.  If the Borrower is anything other than a natural person, it is duly formed and existing under the laws of the state or other jurisdiction where organized.

6.2

Authorization.  This Agreement, and any instrument or agreement required hereunder, are within the Borrower’s powers, have been duly authorized, and do not conflict with any of its organizational papers.

6.3

Good Standing.  In each state in which the Borrower does business, it is properly licensed, in good standing, and, where required, in compliance with fictitious name statutes.

6.4

Financial Information.  All financial and other information that has been or will be supplied to the Bank is sufficiently complete to give the Bank accurate knowledge of the Borrower’s (and any guarantor’s) financial condition, including all material contingent liabilities.  Since the date of the most recent financial statement provided to the Bank, there has been no material adverse change in the business condition (financial or otherwise), operations, properties or prospects of the Borrower (or any guarantor).  If the Borrower is comprised of the trustees of a trust, the foregoing representations shall also pertain to the trustor(s) of the trust

Ref #: 1000015857 – American Restaurants Concepts Inc.                    

AFS Loan Agreement                                                                       

-4-

.

6.5

Lawsuits.  There is no lawsuit, tax claim or other dispute pending or threatened against the Borrower which, if lost, would impair the Borrower’s financial condition or ability to repay the loan, except as have been disclosed in writing to the Bank.

6.6

Other Obligations.  The Borrower is not in default on any obligation for borrowed money, any purchase money obligation or any material lease, commitment, contract, instrument or obligation, except as have been disclosed in writing to the Bank.

6.7

Tax Matters.  The Borrower has no knowledge of any pending assessments or adjustments of its income tax for any year and all taxes due have been paid, except as have been disclosed in writing to the Bank.

6.8

No Event of Default.  There is no event which is, or with notice or lapse of time or both would be, a default under this Agreement.

6.9

Collateral.  All collateral required in this Agreement is owned by the grantor of the security interest free of any title defects or any liens or interests of others, except those which have been approved by the Bank in writing.

7.

COVENANTS

The Borrower agrees, so long as credit is available under this Agreement and until the Bank is repaid in full:

7.1

Use of Proceeds.  To use the proceeds of the credit only for business purposes.

7.2

Financial Information.  To provide financial statements and other information in form and content acceptable to the Bank relating to the affairs of the Borrower and any guarantor as requested by the Bank from time to time.

7.3

Other Debts.  Not to have outstanding or incur any direct or contingent liabilities or lease obligations (other than those to the Bank), or become liable for the liabilities of others, without the Bank’s written consent.  This does not prohibit:

(a)

Acquiring goods, supplies, or merchandise on normal trade credit.

(b)

Liabilities, lines of credit and leases in existence on the date of this Agreement disclosed in writing to the Bank.

(c)

If the Borrower is a natural person, additional debts of the Borrower as an individual for consumer purposes.

7.4

Other Liens.  Not to create, assume, or allow any security interest or lien (including judicial liens) on property the Borrower now or later owns, except:

(a)

Liens and security interests in favor of the Bank.

(b)

Liens for taxes not yet due.

(c)

Liens outstanding on the date of this Agreement disclosed in writing to the Bank.

7.5

Maintenance of Assets.

(a)

Not to sell, assign, lease, transfer or otherwise dispose of any part of the Borrower’s business or the Borrower’s assets except in the ordinary course of the Borrower’s business.

(b)

Not to sell, assign, lease, transfer or otherwise dispose of any assets for less than fair market value, or enter into any agreement to do so.

(c)

Not to enter into any sale and leaseback agreement covering any of its fixed assets.

(d)

To maintain and preserve all rights, privileges, and franchises the Borrower now has.

Ref #: 1000015857 – American Restaurants Concepts Inc.                    

AFS Loan Agreement                                                                   

    -5-

(e)

To make any repairs, renewals, or replacements to keep the Borrower’s properties in good working condition.

7.6

Loans.  Not to make any loans, advances or other extensions of credit to any individual or entity except for extensions of credit in the nature of accounts receivable or notes receivable arising from the sale or lease of goods or services in the ordinary course of business to non-affiliated entities.

7.7

Change of Management.  Not to make any substantial change in the present executive or management personnel of the Borrower.

7.8

Change of Ownership.  If the Borrower is anything other than a natural person, not to cause, permit, or suffer any change in capital ownership such that there is a material change, as determined by the Bank in its sole discretion, in the direct or indirect capital ownership of the Borrower.

7.9

Additional Negative Covenants.  Not to, without the Bank’s written consent:

(a)

Enter into any consolidation, merger, or other combination, or become a partner in a partnership, a member of a joint venture, or a member of a limited liability company.

(b)

Acquire or purchase a business or its assets.

(c)

Engage in any business activities substantially different from the Borrower’s present business.

(d)

Liquidate or dissolve the Borrower’s business.

7.10

Notices to Bank.  To promptly notify the Bank in writing of.

(a)

Any event of default under this Agreement, or any event which, with notice or lapse of time or both, would constitute an event of default.

(b)

Any change in the Borrower’s name, legal structure, principal residence (for an individual), state of registration (for a registered entity), place of business, or chief executive office if the Borrower has more than one place of business.

7.11

Insurance

(a)

General Business Insurance.  To maintain insurance as is usual for the business it is in.

(b)

Insurance Covering Collateral.  To maintain all risk property damage insurance policies (including without limitation windstorm coverage, and hurricane coverage as applicable) covering the tangible property comprising the collateral.  Each insurance policy must be for the full replacement cost of this collateral and include a replacement cost endorsement.  The insurance must be issued by an insurance company acceptable to the Bank and must include a lender’s loss payable endorsement in favor of the Bank in a forma acceptable to the Bank.

(c)

Evidence of Insurance.  Upon the request of the Bank, to deliver to the Bank a copy of each insurance policy, or, if permitted by the Bank, a certificate of insurance listing all insurance in force.

7.12

Compliance with Laws.  To comply with the laws (including any fictitious or trade name statute), regulations, and orders of any government body with authority over the Borrower’s business.  The Bank shall have no obligation to make any advance to the Borrower except in compliance with all applicable laws and regulations and the Borrower shall fully cooperate with the Bank in complying with all such applicable laws and regulations.

7.13

Books and Records.  To maintain adequate books and records.

7.14

Audits.  To allow the Bank and its agents to inspect the Borrower’s properties and examine, audit, and make copies of books and records at any reasonable time   If any of the Borrower’s properties, books or records are in the possession of a third party, the Borrower authorizes that third party to permit the Bank or its agents to have access to perform inspections or audits and to respond to the Bank’s requests for information concerning such properties, books and records.

7.15

Perfection of Liens.  To help the Bank perfect and protect its security interests and liens, and reimburse it for related costs it incurs to protect its security interests and liens.

Ref #: 1000015857 – American Restaurants Concepts Inc.                    

AFS Loan Agreement                                                                    

   -6-

7.16

Cooperation.  To take any action reasonably requested by the Bank to carry out the intent of this Agreement.

7.17

Bank as Principal Depository.  To maintain the Bank as its principal depository bank, including for the maintenance of business, cash management, operating and administrative deposit accounts.

7.18

Flood and Other Insurance.  If any improved real property collateral is located in a designated flood hazard area, or becomes located in a designated flood hazard area after the date of this Agreement as a result of any re-mapping of flood insurance maps by the Federal Emergency Management Agency, the Borrower will be required to maintain flood insurance on the real property and on any tangible personal property collateral located on the real property   In addition, the Borrower shall maintain such other insurance as the Bank may require to comply with the Bank’s regular requirements and practices in similar transactions, which may include earthquake insurance and insurance covering acts of terrorism.

8.

HAZARDOUS SUBSTANCES

8.1

Indemnity Regarding Hazardous Substances.  The Borrower agrees to indemnify and hold the Bank harmless from and against all liabilities, claims, actions, foreseeable and unforeseeable consequential damages, costs and expenses (including sums paid in settlement of claims and all consultant, expert and legal fees and expenses of the Bank’s counsel) or loss directly or indirectly arising out of or resulting from any of the following:

(a)

Any hazardous substance being present at any time, whether before, during or after any construction, in or around any part of the real property collateral securing this Agreement (the “Real Property”), or in the soil, groundwater or soil vapor on or under the Real Property, including those incurred in connection with any investigation of site conditions or any clean-up, remedial, removal or restoration work, or any resulting damages or injuries to the person or property of any third parties or to any natural resources.

(b)

Any use, generation, manufacture, production, storage, release, threatened release, discharge, disposal or presence of a hazardous substance.  This indemnity will apply whether the hazardous substance is on, under or about any of the Borrower’s property or operations or property leased to the Borrower, whether or not the property has been taken by the Bank as collateral.

Upon demand by the Bank, the Borrower will defend any investigation, action or proceeding alleging the presence of any hazardous substance in any such location, which affects the Real Property or which is brought or commenced against the Bank, whether alone or together with the Borrower or any other person, all at the Borrower’s own cost and by counsel to be approved by the Bank in the exercise of its reasonable judgment   In the alternative, the Bank may elect to conduct its own defense at the expense of the Borrower   The Borrower’s obligations to the Bank under this Article, except the obligation to give notices to the Bank, shall survive termination of this Agreement, repayment of the Borrower’s obligations to the Bank under this Agreement, and foreclosure of the deed of trust or mortgage encumbering the Real Property or similar proceedings.

8.2

Representation and Warranty Regarding Hazardous Substances.  Before signing this Agreement, the Borrower researched and inquired into the previous uses and ownership of the Real Property.  Based on that due diligence, the Borrower represents and warrants that to the best of its knowledge, no hazardous substance has been disposed of or released or otherwise exists in, on, under or onto the Real Property, except as the Borrower has disclosed to the Bank in writing.

8.3

Compliance Regarding Hazardous Substances.  The Borrower has complied, and will comply and cause all occupants of the Real Property to comply, with all current and future laws, regulations and ordinances or other requirements of any governmental authority relating to or imposing liability or standards of conduct concerning protection of health or the environment or hazardous substances (“Environmental Laws”).  The Borrower shall promptly, at the Borrower’s sole cost and expense, take all reasonable actions with respect to any hazardous substances or other environmental condition at, on, or under the Real Property necessary to (i) comply with all applicable Environmental Laws; (ii) allow continued use, occupation or operation of the Real Property, or (iii) maintain the fair market value of the Real Property.  The Borrower acknowledges that hazardous substances may permanently and materially impair the value and use of the Real Prope rty.

8.4

Notices Regarding Hazardous Substances.  Until full repayment of the loan, the Borrower will promptly notify the Bank in writing if it knows, suspects or believes there may be any hazardous substance in or around the Real Property, or in the soil, groundwater or soil vapor on or under the Real Property, or that the Borrower or the Real Property may be subject to any threatened or pending investigation by any governmental agency under any current or future law, regulation or ordinance pertaining to any hazardous substance.

Ref #: 1000015857 – American Restaurants Concepts Inc.                    

AFS Loan Agreement                                                                     

  -7-

8.5

Site Visits, Observations, and Testing.  The Bank and its agents and representatives will have the right at any reasonable time, after giving reasonable notice to the Borrower, to enter and visit the Real Property and any other locations where any personal property collateral securing this Agreement is located, for the purposes of observing the Real Property and the personal property collateral, taking and removing environmental samples, and conducting tests on any part of the Real Property   The Borrower shall reimburse the Bank on demand for the costs of any such environmental investigation and testing.  The Bank will make reasonable efforts during any site visit, observation or testing conducted pursuant this paragraph to avoid interfering with the Borrower’s use of the Real Property and the personal property collateral.  The Bank is under no duty, however, to visit or observe the Real Property or the personal property collatera l or to conduct tests, and any such acts by the Bank will be solely for the purposes of protecting the Bank’s security and preserving the Bank’s rights under this Agreement   No site visit, observation or testing or any report or findings made as a result thereof (“Environmental Report”) (i) will result in a waiver of any default of the Borrower, (ii) impose any liability on the Bank, or (iii) be a representation or warranty of any kind regarding the Real Property or the personal property collateral (including its condition or value or compliance with any laws) or the Environmental Report (including its accuracy or completeness).  In the event the Bank has a duty or obligation under applicable laws, regulations or other requirements to disclose an Environmental Report to the Borrower or any other party, the Borrower authorizes the Bank to make such a disclosure.  The Bank may also disclose an Environmental Report to any regulatory authority, and to any other parties as necessary or appropriate in the Bank’s judgment.  The Borrower further understands and agrees that any Environmental Report or other information regarding a site visit, observation or testing that is disclosed to the Borrower by the Bank or its agents and representatives is to be evaluated (including any reporting or other disclosure obligations of the Borrower) by the Borrower without advice or assistance from the Bank.

8.6

Definition of Hazardous Substance.  “Hazardous substance” means any substance, material or waste that is or becomes designated or regulated as “toxic,” “hazardous,” “pollutant,” or “contaminant” or a similar designation or regulation under any current or future federal, state or local law (whether under common law, statute, regulation or otherwise) or judicial or administrative interpretation of such, including without limitation petroleum or natural gas.

9.

DEFAULT AND REMEDIES

If any of the following events of default occurs, the Bank may do one or more of the following without prior notice: declare the Borrower in default, stop making any additional credit available to the Borrower, and require the Borrower to repay its entire debt immediately.  If an event which, with no notice or the passage of time, will constitute an event of default has occurred and is continuing, the Bank has no obligation to make advances or extend additional credit under this Agreement   In addition, if any event of default occurs, the Bank shall have all rights, powers and remedies available under any instruments and agreements required by or executed in connection with this Agreement, as well as all rights and remedies available at law or in equity   If an event of default occurs under the paragraph entitled “Bankruptcy,” below, with respect to the Borrower, then the entire debt outstanding under this Agreement will automatically be due immediatel y.

9.1

Failure to Pay.  The Borrower fails to make a payment under this Agreement when due.

9.2

Other Bank Agreements.  Any default occurs under any other agreement the Borrower (or any Obligor) has with the Bank or any affiliate of the Bank   For purposes of this Agreement, “Obligor” shall mean any guarantor, any party pledging collateral to the Bank, or, if the Borrower is comprised of the trustees of a trust, any trustor.

9.3

Cross-default.  Any default occurs under any agreement in connection with any credit the Borrower (or any Obligor) has obtained from anyone else or which the Borrower (or any Obligor) or any of the Borrower’s related entities or affiliates has guaranteed.

9.4

False Information.  The Borrower or any Obligor has given the Bank false or misleading information or representations.

9.5

Bankruptcy.  The Borrower, any Obligor, or any general partner of the Borrower or of any Obligor files a bankruptcy petition, a bankruptcy petition is filed against any of the foregoing parties, or the Borrower, any Obligor, or any general partner of the Borrower or of any Obligor makes general assignment for the benefit of creditors.

9.6

Receivers.  A receiver or similar official is appointed for any portion of the Borrower’s or any Obligor’s business, or the business terminated, or, if any Obligor is anything other than a natural person, such Obligor is liquidated or dissolved.

9.7

Revocation or Termination.  If the Borrower is comprised of the trustee(s) of a trust, the trust is revoked or otherwise terminated or all or a substantial part of the Borrower’s assets are distributed or otherwise disposed of.

Ref #: 1000015857 – American Restaurants Concepts Inc.                    

AFS Loan Agreement                                                                     

  -8-

9.8

Lien Priority.  The Bank fails to have an enforceable first lien (except for any prior liens to which the Bank has consented in writing) on or security interest in any property given as security for this Agreement (or any guaranty).

9.9

Judgments.  Any judgments or arbitration awards are entered against the Borrower or any Obligor.

9.10

Death.  If the Borrower or any Obligor is a natural person, the Borrower or such Obligor dies or becomes legally incompetent, if the Borrower or any Obligor is a trust, a trustor dies or becomes legally incompetent; if the Borrower or any Obligor is a partnership, any general partner dies or becomes legally incompetent.

9.11

Material Adverse Change.  A material adverse change occurs, or is reasonably likely to occur, in the Borrower’s (or any Obligor’s) business condition (financial or otherwise), operations, properties or prospects, or ability to repay the credit.

9.12

Government Action.  Any government authority takes action that the Bank believes materially adversely affects the Borrower’s or any Obligor’s financial condition or ability to repay.

9.13

Default under Related Documents.  Any default occurs under any guaranty, subordination agreement, security agreement, deed of trust, mortgage, or other document required by or delivered in connection with this Agreement or any such document is no longer in effect, or any guarantor purports to revoke or disavow the guaranty.

9.14

Other Breach Under Agreement.  A default occurs under any other term or condition of this Agreement not specifically referred to in this Article.

10.

ENFORCING THIS AGREEMENT; MISCELLANEOUS

10.1

GAAP.  Except as otherwise stated in this Agreement, all financial information provided to the Bank and all financial covenants will be made under generally accepted accounting principles, consistently applied or another basis acceptable to the Bank.

10.2

Governing law.  This Agreement is governed by Florida Law.

10.3

Successors and Assigns.  This Agreement is binding on the Borrower’s and the Bank’s successors and assignees  The Borrower agrees that it may not assign this Agreement without the Bank’s prior consent.

10.4

Dispute Resolution Provision.  This paragraph, including the subparagraphs below, is referred to as the “Dispute Resolution Provision.”  This Dispute Resolution Provision is a material inducement for the parties entering into this agreement.

(a)

This Dispute Resolution Provision concerns the resolution of any controversies or claims between parties, whether arising in contract, tort or by statute, including but not limited to controversies or claims that arise out of or relate to. (i) this agreement (including any renewals, extensions or modifications), or (ii) any document related to this agreement (collectively a “Claim”)   For the purposes of this Dispute Resolution Provision only, the term “parties” shall include any parents corporation, subsidiary or affiliate of the Bank involved in the servicing, management or administration or any obligation described or evidenced by this agreement.

(b)

At the request of any party to this agreement, any Claim shall be resolved by binding arbitration in accordance with the Federal Arbitration Act (Title 9, U.S. Code)(the “Act”). The Act will apply even though this agreement provides that it is governed by the law of a specified state.

(c)

Arbitration proceedings will be determined in accordance with the Act, the then-current rules and procedures for the arbitration of financial services disputes of the American Arbitration Association or any successor thereof (“AAA”), and the terms of this Dispute Resolution Provision.  In the event of any inconsistency, the terms of this Dispute Resolution Provision shall control. If AAA is unwilling or unable to (i) serve as the provider of arbitration or (ii) enforce any provision of this arbitration clause, the Bank may designate another arbitration organization with similar procedures to serve as the provider of arbitration.

(d)

The arbitration shall be administered by AAA and conducted, unless otherwise required by law, in any U.S. state where real or tangible personal property collateral for this credit is located or if there is no such collateral, in the state specified in the ,

Ref #: 1000015857 – American Restaurants Concepts Inc.                    

AFS Loan Agreement                                                                  

     -9-

governing law section of this agreement.  All Claims shall be determined by one arbitratorhowever, if Claims exceed Five Million Dollars ($5,000,000), upon the request of any party, the Claims shall be decided by three arbitrators.  All arbitration hearings shall commence within ninety (90) days of the demand for arbitration and close within ninety (90) days of commencement and the award of the arbitrator(s) shall be issued within thirty (30) days of the close of the hearing.  However, the arbitrator(s), upon a showing of good cause, may extend the commencement of the hearing for up to an additional sixty (60) days.  The arbitrator(s) shall provide a concise written statement of reasons for the award.  The arbitration award may be submitted to any court having jurisdiction to be confirmed and have judgment entered and enforced.

(e)

The arbitrator(s) will give effect to statutes of limitation in determining any Claim and may dismiss the arbitration on the basis that the Claim is barred.  For purposes of the application of any statutes of limitation, the service on AAA under applicable AAA rules of a notice of Claim is the equivalent of the filing of a lawsuit.  Any dispute concerning this arbitration provision or whether a Claim is arbitrable shall be determined by the arbitrator(s), except as set forth at subparagraph (h) of this Dispute Resolution Provision.  The arbitrator(s) shall have the power to award legal fees pursuant to the terms of this agreement.

(f)

This paragraph does not limit the right of any party to (i) exercise self-help remedies, such as but not limited to, setoff; (ii) initiate judicial or non-judicial foreclosure against any real or personal property collateral; (iii) exercise any judicial or power of sale rights, or (iv) act in a court of law to obtain an interim remedy, such as but not limited to, injunctive relief, writ of possession or appointment of a receiver, or additional or supplementary remedies.

(g)

The filing of a court action is not intended to constitute a waiver of the right of any party, including the suing party, thereafter to require submittal of the Claim to arbitration.

(h)

Any arbitration or trial by a judge of any Claim will take place on an individual basis without resort to any form of class or representative action (the “Class Action Waiver”). Regardless of anything else in this Dispute Resolution Provision, the validity and effect of the Class Action Waiver may be determined only by a court and not by an arbitrator.  The parties to this Agreement acknowledge that the Class Action Waiver is material and essential to the arbitration of any disputes between the parties and is nonseverable from the agreement to arbitrate Claims.  If the Class Action Waiver is limited, voided or found unenforceable, then the parties’ agreement to arbitrate shall be null and void with respect to such proceeding, subject to the right to appeal the limitation or invalidation of the Class Action Waiver   The Parties acknowledge and agree that under no circumstances will a class action be arbitrated.

(i)

By agreeing to binding arbitration, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of any Claim.  Furthermore, without intending in any way to limit this agreement to arbitrate, to the extent any Claim is not arbitrated, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of such Claim   This waiver of jury trial shall remain in effect even if the Class Action Waiver is limited, voided or found unenforceable   WHETHER THE CLAIM IS DECIDED BY ARBITRATION OR BY TRIAL BY A JUDGE, THE PARTIES AGREE AND UNDERSTAND THAT THE EFFECT OF THIS AGREEMENT IS THAT THEY ARE GIVING UP THE RIGHT TO TRIAL BY JURY TO THE EXTENT PERMITTED BY LAW.

10.5

Severability; Waivers.  If any part of this Agreement is not enforceable, the rest of the Agreement may be enforced. The Bank retains all rights, even if it makes a loan after default.  If the Bank waives a default, it may enforce a later default.  Any consent or waiver under this Agreement must be in writing.

10.6

Attorneys’ Fees.  The Borrower shall reimburse the Bank for any reasonable costs and the attorneys’ fees incurred by the Bank in connection with the enforcement or preservation of any rights or remedies under this Agreement and any other documents executed in connection with this Agreement, and in connection with any amendment, waiver, “workout” or restructuring under this Agreement   In the event of a lawsuit or arbitration proceeding, the prevailing party is entitled to recover costs and reasonable attorneys’ fees incurred in connection with the lawsuit or arbitration proceeding, as determined by the court or arbitrator.  In the event that any case is commenced by or against the Borrower under the Bankruptcy Code (Title 11, United States Code) or any similar or successor statute, the Bank is entitled to recover costs and reasonable attorneys fees incurred by the Bank related to the preservation, protection, or enfor cement of any rights of the Bank in such a case.  To the extent permitted by law, as used in this paragraph, “attorneys’ fees” includes the allocated costs of the Bank’s in-house counsel.

10.7

Individual Liability.  If the Borrower is a natural person, the Bank may proceed against the Borrower’s business and non-business property in enforcing this and other agreements relating to this loan.  If the Borrower is a partnership, the

Ref #: 1000015857 – American Restaurants Concepts Inc.                    

AFS Loan Agreement                                                                      

 -10-

Bank may proceed against the business and non-business property of each general partner of the Borrower in enforcing this and other agreements relating to this loan.

10.8

Joint and Several Liability.  If two or more Borrowers sign this Agreement, each Borrower agrees that it is jointly and severally liable to the Bank for the payment of all obligations arising under this Agreement, and that such liability is independent of the obligations of the other Borrowers.

10.9

Set-Off.

(a)

In addition to any rights and remedies of the Bank provided by law, upon the occurrence and during the continuance of any event of default under this Agreement, the Bank is authorized, at any time, to set off and apply any and all Deposits of the Borrower or any Obligor held by the Bank against any and all Obligations owing to the Bank.  The set-off may be irrespective of whether or not the Bank shall have made demand under this Agreement or any guaranty, and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable Deposits.

(b)

The set-off may be made without prior notice to the Borrower or any other party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Obligor) to the fullest extent permitted by law.  The Bank agrees promptly to notify the Borrower after any such set-off and application, provided, however, that the failure to give notice shall not affect the validity of such set-off and application.

(c)

For the purposes of this paragraph, “Deposits” means any deposits (general or special, time or demand, provisional or final, individual or joint) and any instruments owned by the Borrower or any Obligor which come into the possession or custody or under the control of the Bank.  “Obligations” means all obligations, now or hereafter existing, of the Borrower to the Bank under this Agreement and under any other agreement or instrument executed in connection with this Agreement, and the obligations to the Bank of any Obligor.

10.10

One Agreement.  This Agreement and any related security or other agreements required by this Agreement collectively.

(a)

represent the sum of the understandings and agreements between the Bank and the Borrower concerning this credit;

(b)

replace any prior oral or written agreements between the Bank and the Borrower concerning this credit, and

(c)

are intended by the Bank and the Borrower as the final, complete and exclusive statement of the terms agreed to by them.

In the event of any conflict between this Agreement and any other agreements required by this Agreement, this Agreement will prevail.

10.11

Indemnification.  The Borrower will indemnify and hold the Bank harmless from any loss, liability, damages, judgments, and costs of any kind relating to or arising directly or indirectly out of (a) this Agreement or any document required hereunder, (b) any credit extended or committed by the Bank to the Borrower hereunder, and (c) any litigation or proceeding related to or arising out of this Agreement, any such document, or any such credit   This indemnity includes but is not limited to attorneys’ fees (including the allocated cost of in-house counsel)   This indemnity extends to the Bank, its parent, subsidiaries and all of their directors, officers, employees, agents, successors, attorneys, and assigns.  This indemnity will survive repayment of the Borrower’s obligations to the Bank.  All sums due to the Bank hereunder shall be obligations of the Borrower, due and payable immediately without demand.

10.12

Notices.  Unless otherwise provided in this Agreement or in another agreement between the Bank and the Borrower, all notices required under this Agreement shall be personally delivered or sent by first class mail, postage prepaid, or by overnight courier to the addresses on the signature page of this Agreement, or to such other addresses as the Bank and the Borrower may specify time to time in writing   Notices and other communications shall be effective (i) if mailed, upon the earlier of receipt or five (5) days after deposit in the U.S. mail, first class, postage prepaid, or (ii) if hand-delivered, by courier or otherwise (including telegram, lettergram or mailgram), when delivered.

10.13

Headings.  Article and paragraph headings are for reference only and shall not affect the interpretation or meaning of any provisions of this Agreement.

Ref #: 1000015857 – American Restaurants Concepts Inc.                    

AFS Loan Agreement                                                                    

   -11-

10.14

Counterparts.  This Agreement may be executed in as many counterparts as necessary or convenient, and by the different parties on separate counterparts each of which, when so executed, shall be deemed an original but all such counterparts shall constitute but one and the same agreement.

10.15

Borrower Information; Reporting to Credit Bureaus.  The Borrower authorizes the Bank at any time to verify or check any information given by the Borrower to the Bank, check the Borrower’s credit references, verify employment, and obtain credit reports.  The Borrower agrees that the Bank shall have the right at all times to disclose and report to credit reporting agencies and credit rating agencies such information pertaining to the Borrower and/or all guarantors as is consistent with Bank’s policies and practices from time to time in effect.

10.16

Limitation of Interest and Other Charges.  Notwithstanding any other provision contained in this Agreement, the Bank does not intend to charge and the Borrower shall not be required to pay any amount of interest or other fees or charges that is in excess of the maximum permitted by applicable law   Any payment in excess of such maximum shall be refunded to the Borrower or credited against principal, at the option of the Bank.  It is the express intent hereof that the Borrower not pay and the Bank not receive, directly or indirectly, interest in excess of that which may be lawfully paid under applicable law including the usury laws in force in state of Florida.

This Agreement is executed as of the date stated at the top of the first page.

       Bank:

       Bank of America, N.A:

       By:  ________________________________

  Authorized Signer, Officer

                     Borrower:

       American Restaurants Concepts Inc.

       By:  ________________________________

  Michael P. Rosenberger, President

    Florida documentary stamp taxes

    required by law in the amount of

       By:  ________________________________

    $Affixed [illegible]  has been or will be paid

                 Rosalie Rosenberger, Vice President

    to the Department of Revenue.

    Certificate of Registration [illegible]

Address where notices to the Bank are to be sent:

       Address where notices to the Borrower are to be sent:

Bank of America, N A

       American Restaurants Concepts Inc.

Jacksonville – Attn:  Notice Desk

       14476 Duval Place West, Suite 103

FL9-100-03-15

       Jacksonville, FL 32218

9000 Southside Blvd., 3rd Floor

Jacksonville, FL 32256

Ref #: 1000015857 – American Restaurants Concepts Inc.                    

AFS Loan Agreement                                                                    

   -12-

Federal law requires Bank of America, N.A. (the “Bank”) to provide the following three notices.  The notices are not part of the foregoing agreement or instrument and may not be altered.  Please read the notices carefully.

(1)

USA PATRIOT ACT NOTICE

Federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account or obtains a loan   The Bank will ask for the Borrower’s legal name, address, tax ID number or social security number and other identifying information.  The Bank may also ask for additional information or documentation or take other actions reasonably necessary to verify the identity of the Borrower, guarantors or other related persons.

Notices #2 and #3 apply only to individual Borrowers or Guarantors and individuals who are pledging collateral, granting a lien on real property or are otherwise obligated to the Bank (“Obligors”):

(2)

AFFILIATE SHARING NOTICE

From time to time the Bank may share information about the Obligor’s experience with Bank of America Corporation (or any successor company) and its subsidiaries and affiliated companies (the “Affiliates”), including, but not limited to, the Bank of America Companies listed in notice #3 below   The Bank may also share with the Affiliates credit-related information contained in any applications, from credit reports and information it may obtain about the Obligor from outside sources.

If the Obligor is an individual, the Obligor may instruct the Bank not to share this information with the Affiliates   The Obligor can make this election by (1) calling the Bank at 1 888 341 5000, (2) visiting the Bank online at www.bankofamerica.com, selecting “Privacy & Security,” and then selecting “Set Your Privacy Preferences,” or (3) contacting the Obligor’s client manager or local banking center   To help the Bank complete the Obligor’s request, the Obligor should include the Obligor’s name, address, phone number, account number(s) and social security number.

If the Obligor makes this election, certain products or services may not be made available to the Obligor.  This request will apply to information from applications, consumer reports and other outside sources only   Through the normal course of doing business, including servicing the Obligor’s accounts and better serving the Obligor’s financial needs, the Bank will continue to share transaction and account experience information, as well as other general information among the Affiliates.

(3)

AFFILIATE MARKETING NOTICE – YOUR CHOICE TO LIMIT MARKETING

·

The Bank of America companies listed below are providing this notice #3

·

Federal law gives you the right to limit some but not all marketing from all the Bank of America affiliated companies Federal law also requires us to give you this notice to tell you about your choice to limit marketing from all the Bank of America affiliated companies.

·

You  may limit all the Bank of America affiliated companies, such as the banking, loan, credit card, insurance and securities companies, from marketing their products or services to you based upon your personal information that they receive from other Bank of America companies   This information includes your income, your account history, and your credit score.

·

Your choice to limit marketing offers from all the Bank of America affiliated companies will apply for at least 5 years from when you tell us your choice.  Before your choice to limit marketing expires, you will receive a renewal notice that will allow you to continue to limit marketing offers from all the Bank of America affiliated companies for at least another 5 years.

·

You may tell us your choice to limit marketing offers and you may tell us the choices for other customers who are joint account holders with you.

·

This limitation will not apply in certain circumstances, such as when you have an account or service relationship with the Bank of America company that is marketing to you.

·

For individuals with business purpose accounts, this limitation will only apply to marketing to individuals and not marketing to a business.

Ref #: 1000015857 – American Restaurants Concepts Inc.                    

AFS Loan Agreement                                                                     

  -13-

To limit marketing offers, contact us at 800.282.2884

Effective October 1, 2008

Bank of America Companies:

Banks and Trust Companies

Brokerage and Investments

Bank of America, N A

BACAP Alternative Advisors, Inc.

LaSalle Bank National Association

Bank of America Capital Advisors LLC

LaSalle Bank Midwest National Association

Banc of America Investment Advisors, Inc

Banc of America Investment Services, Inc

Credit Card

Banc of America Securities LLC

Bank of America Consumer Card Services,

LaSalle Financial Services, Inc.

LLC

U.S. Trust Hedge Fund Management, Inc.

Bank of America

UST Securities Corp.

Fleet Credit Card Services, L.P.

Real Estate

Insurance and Annuities

HomeFocus Services, LLC

BA Insurance Services, Inc.

Banc of America Agency of Texas, Inc.

Administrative Services

Banc of America Insurance Services, Inc.,

LaSalle Healthcare Administrative Services,

    dba Banc of America Insurance Agency in       

LLC

    New York State

General Fidelity Insurance Company                    

Merchant Services

General Fidelity Life Insurance Company

BA Merchant Services, LLC

LaSalle Financial Services, Inc

LaSalle Merchant Services, LLC

Ref #: 1000015857 – American Restaurants Concepts Inc.                    

AFS Loan Agreement                                                                    

   -14-

EX-10.5

Exhibit 10.5

FORBEARANCE AGREEMENT

This Forbearance Agreement (the “Agreement”) dated as of February 22, 2010 (the “Effective Date”), is entered into by and between American Restaurant Concepts Inc. (whether one or several, “Borrower”), and BANK OF AMERICA, N.A. (“Lender”).

RECITALS

A.

On or about October 30, 2008, (the “Origination Date”), Borrower executed certain loan documents (the “Loan Documents”) in favor of Lender pursuant to which Borrower was granted a loan or line of credit (the “Loan”) in the original principal amount of $338,137.92. As used herein, the term “Loan Documents” shall mean all documents executed and delivered to Lender which evidence, secure, guaranty or relate to the Loan (as heretofore modified or amended). Lender remains the owner and holder of the Loan Documents.

B.

As of February 22, 2010, the amount due under the Loan Documents is Two Hundred Eighty-Six Thousand Nine Hundred Eight and 47/100 Dollars ($286,908.47) consisting of principal in the amount of Two Hundred Eight-Five Thousand Six Hundred Sixty-Three and 56/100 Dollars ($285,663.56), and accrued and unpaid interest in the amount of One Thousand Forty-Nine and 81/100 Dollars ($1,049.81), and fees and costs in the amount of One Hundred Ninety-Five and 10/100 Dollars ($195.10). Documentary stamp taxes, if due, have been paid.

C.

The Loan is in default pursuant to the Loan Documents.

D.

Borrower is presently in default under the Loan Documents as follows (the "Identified Defaults"): i) Borrower is in payment default.

E.

Pursuant to Borrower’s request, Lender, although it is under no obligation to do so, is willing to forbear from exercising its rights and remedies under the Loan Documents for a period of time as specified herein and on the terms and conditions set forth herein.

AGREEMENT

Now, therefore, in consideration of the premises and the mutual agreements contained herein, the parties agree as follows:

1.   DEFINED TERMS. Unless otherwise defined in this Agreement, all capitalized terms used herein as defined terms shall have the meanings given to them in the Loan Documents.

2.   TERMS OF FORBEARANCE. Unless the Forbearance Period (as defined below) is sooner terminated as provided herein, Lender agrees to forbear from exercising its rights and remedies under the Loan Documents through the close of business on November 15, 2010 (the "Forbearance Period") on the following terms and conditions (Unless specifically modified herein, all terms, conditions and covenants contained in the Loan Documents shall be and remain in full force and effect.):

2.1.   Upon the termination of the Forbearance Period for any reason, Lender shall have the full right and power immediately and unconditionally to exercise all rights and remedies granted to it under the Loan Documents without further notice to Borrower and subject to no other conditions precedent;

2.2.   Borrower acknowledges that Lender’s obligations under this Agreement are in the nature of a conditional forbearance only, and that Lender has made no agreement or commitment to extend the Loan or to modify the Loan Documents;

2.3.   On the sooner to occur of (i) November 15, 2010 or (ii) termination of the Forbearance Period in accordance with Section 4 of this Agreement, all remaining unpaid principal, accrued interest, fees, expenses and other amounts owing under the Loan Documents shall be due and payable in full. Bank will waive the prepayment penalty fee if the all terms of the forbearance agreement are kept and the loan is paid off in full by November 15, 2010.

-1-

In addition to the foregoing, in lieu of the payments required by the Loan Documents, Borrower shall make the following payments to Lender on the following dates;

Payment Amount

Date

Accrued interest through March 3, 2010

March 3, 2010

Accrued interest through April 3, 2010

April 3, 2010

Accrued interest through May 3, 2010

May 3, 2010

Accrued interest through June 3, 2010

June 3, 2010

Accrued interest through July 3, 2010

July 3, 2010

Accrued interest through August, 2010

August 3, 2010

Accrued interest through September 3, 2010

September 3, 2010

Accrued interest through October 3, 2010

October 3, 2010

Accrued interest through November 3, 2010

November 3, 2010

Such payments shall be applied in accordance with the Loan Documents.

3.   CONDITIONS. The Lender’s forbearance obligations hereunder shall be subject to the satisfaction on or before February 22, 2010, unless an alternate date is specified, of the following conditions precedent:

3.1.   This Agreement shall have been executed by Borrower and Lender;

3.2.   All actions required to be taken by Borrower or any Guarantor or pledgor of collateral in connection with the transactions contemplated by this Agreement shall have been taken in form and substance satisfactory to Lender;

3.3.   Lender shall have received counterpart originals of this Agreement executed by all parties listed on the signature page(s) hereto and originals or certified or other copies of such other documents as Lender may reasonably request;

3.4.   Borrower shall be in compliance with all other terms of the Loan Documents other than as specifically provided herein;

3.5.   Payment of Principal and/or Interest. Borrower shall have paid the amount of $50,000.00 in immediately available U.S. funds to Lender by February 3, 2010 to be applied against the outstanding obligations of Borrower under the Loan Documents;

- -2-

4.   TERMINATION OF FORBEARANCE PERIOD. The Forbearance Period shall end on the date of the first of the following to occur (the “Forbearance Termination Date”):

4.1.

November 15, 2010;

4.2.

A petition is filed by or against Borrower under Title 11 of the United States Code (the “Bankruptcy Code”); or Borrower makes any assignment for the benefit of creditors; or Borrower voluntarily or involuntarily becomes the subject of any other case or proceeding for the relief or protection of debtors under any other law or statute or under any provision of common law;

4.3.

Any default, other than the Identified Defaults, occurs or is determined to have occurred under any Loan Document, including this Agreement;

4.4.

Borrower initiates any judicial, administrative or arbitration proceeding against Lender;

4.5.

Borrower defaults on any obligation to any creditor other than Lender if Lender believes that such default materially adversely affects Borrower’s ability to perform its obligations to Lender under the Loan Documents.

5.   REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lender that:

5.1.

Recitals. The recitals set forth above are true, complete, accurate, and correct and are part of this Agreement, and such recitals are incorporated herein by this reference;

5.2.

Loan Documents. Except to the extent previously disclosed to Lender in writing, all representations and warranties made and given by Borrower in the Loan Documents are true, complete, accurate, and correct, as if given on the effective date of this Agreement;

5.3.

No Claims or Defenses. Borrower has no claims, offsets, counterclaims, or defenses with respect to: i) the payment of the Loan; ii) the payment of any other sums due under the Loan Documents; iii) the performance of Borrower’s obligations under the Loan Documents; or iv) any liability of Borrower under any of the Loan Documents;

5.4.

No Breach by Lender. Lender (including all of its predecessors): i) has not breached any duty to Borrower in connection with the Loan; and ii) has fully performed all obligations it may have had or now has to Borrower;

5.5.

Interest and Other Charges. All interest or other fees or charges which have been imposed, accrued or collected by Lender (including all of its predecessors) under the Loan Documents or in connection with the Loan through the date of this Agreement, and the method of computing the same, were and are proper and agreed to by Borrower, and were properly computed and collected;

5.6.

No Novation. This Agreement is not intended by the parties to be a novation of the Loan Documents and, except as expressly modified herein, all terms, conditions, rights, and obligations as set out in the Loan Documents are hereby reaffirmed and shall otherwise remain in full force and effect as originally written and agreed;

5.7.

No Pending Bankruptcies. No action or proceeding, including, without limitation, a voluntary or involuntary petition for bankruptcy under any chapter of the Bankruptcy Code, has been instituted by or against Borrower;

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5.8

Due Authorization. The individuals signing this Agreement on behalf of Borrower are duly authorized by Borrower to enter into this Agreement.

6.   CONFIRMATION OF COLLATERAL/FURTHER ASSURANCES. Borrower hereby: i) confirms to Lender all security interests and liens heretofore granted by it to Lender securing the obligations of Borrower to Lender arising out of the Loan Documents; ii) acknowledges and agrees that all such obligations shall continue to be secured by any and all such security interests and liens except as expressly provided herein; and iii) agrees to execute and deliver to Lender any and all agreements and other documentation and to take any and all actions reasonably requested by Lender at any time to assure the perfection, protection, priority, and enforcement of Lender’s rights under the Loan Documents, including this Agreement, with respect to all such security interests and liens, at Borrower’s sole cost and expense.

7.   BINDING EFFECT. This Agreement shall be binding upon Borrower, Lender, and their respective successors and assigns, and shall inure to the benefit of Borrower, Lender, and their respective successors and assigns; provided, however, that Borrower may not assign any rights arising from this Agreement or any Loan Documents without Lender’s prior written consent, and any prohibited assignment shall be null and void.

8.   COUNTERPARTS; EFFECTIVENESS.  This Agreement may be executed in any number of counterparts and by the different parties on separate counterparts. Each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute one and the same agreement. This Agreement shall be deemed to have been executed and delivered on the Effective Date.

9.   AMENDMENT AND WAIVER.  No amendment or waiver of any provision of this Agreement shall be effective unless set forth in a writing signed by the parties hereto.

10.   GOVERNING LAW.  This Agreement shall be governed by and construed in accordance with the internal laws of the state provided for in the Loan Agreement without reference to conflict of law principles.

11.   SEVERABILITY.  Any provision of this Agreement that is held to be inoperative, unenforceable, voidable, or invalid in any jurisdiction shall, as to that jurisdiction, be ineffective, unenforceable, void, or invalid without affecting the remaining provisions in that or any other jurisdiction, and to this end the provisions of this Agreement are declared to be severable.

12.   RELEASE.  As a material part of the consideration for Lender entering into this Agreement, Borrower and, if any, each guarantor or owner of collateral signing this Agreement (collectively “Releasor”) agree as follows (the “Release Provision”):

12.1.  Releasor hereby releases and forever discharges Lender and Lender’s predecessors, successors, assigns, officers, managers, directors, shareholders, employees, agents, attorneys, representatives, parent corporations, subsidiaries, and affiliates (hereinafter all of the above collectively referred to as “Lender Group”) jointly and severally from any and all claims, counterclaims, demands, damages, debts, agreements, covenants, suits, contracts, obligations, liabilities, accounts, offsets, rights, actions, and causes of action of any nature whatsoever, including, without limitation, all claims, demands, and causes of action for contribution and indemnity, whether arising at law or in equity, whether presently possessed or possessed in the future, whether known or unknown, whether liability be direct or indirect, liquidated or unliquidated, whether presently accrued or to accrue hereaf ter, whether absolute or contingent, foreseen or unforeseen, and whether or not heretofore asserted, which Releasor may have or claim to have against any of Lender Group; provided, however, that Lender shall not be released hereby from any obligation to pay to Releasor any amounts that Releasor may have on deposit with Lender, in accordance with applicable law and the terms of the documents establishing any such deposit relationship; 12.2. Releasor agrees not to

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sue any of Lender Group or in any way assist any other person or entity in suing Lender Group with respect to any claim released herein. The Release Provision may be pleaded as a full and complete defense to, and may be used as the basis for an injunction against, any action, suit, or other proceeding which may be instituted, prosecuted, or attempted in breach of the release contained herein;

12.3. Releasor acknowledges, warrants, and represents to Lender Group that:

12.3.1.

Releasor has read and understands the effect of the Release Provision.  Releasor has had the assistance of independent counsel of its own choice, or has had the opportunity to retain such independent counsel, in reviewing, discussing, and considering all the terms of the Release Provision; and if counsel was retained, counsel for Releasor has read and considered the Release Provision and advised Releasor to execute the same. Before execution of this Agreement, Releasor has had adequate opportunity to make whatever investigation or inquiry it may deem necessary or desirable in connection with the subject matter of the Release Provision.

12.3.2.

Releasor is not acting in reliance on any representation, understanding, or agreement not expressly set forth herein. Releasor acknowledges that Lender Group has not made any representation with respect to the Release Provision except as expressly set forth herein.

12.3.3.

Releasor has executed this Agreement and the Release Provision thereof as its free and voluntary act, without any duress, coercion, or undue influence exerted by or on behalf of any person.

12.3.4.

Releasor is the sole owner of the claims released by the Release Provision, and Releasor has not heretofore conveyed or assigned any interest in any such claims to any other person or entity.

12.4.

Releasor understands that the Release Provision was a material consideration in the agreement of Lender to enter into this Agreement;

12.5.

It is the express intent of Releasor that the release and discharge set forth in the Release Provision be construed as broadly as possible in favor of Lender Group so as to foreclose forever the assertion by Releasor of any claims released hereby against Lender Group;

12.6

If any term, provision, covenant, or condition of the Release Provision is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remainder of the provisions shall remain in full force and effect.

13.  FINAL AGREEMENT. THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES HERETO, and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements between the parties. There are no unwritten oral agreements between the parties.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first above written.

BANK OF AMERICA, N.A.

 By:_______________________________       Christopher G. Young, Vice President

 American Restaurant Concepts Inc.

 By:_______________________________        Michael P. Rosenberger, President

 By: ________________________________     Rosalie Rosenberger, Vice President

Each of the undersigned guarantors/owners of collateral: i) consents to and joins in the above Agreement (including, without limitation, any Release provision); ii) warrants and covenants to Lender that, except to the extent previously disclosed to Lender in writing, all representations and warranties previously made by it to Lender are true, complete, and accurate as of the date of this Agreement; and iii) confirms to Lender all security interests and liens heretofore granted by it to Lender.

 Hot Wing Concepts, Inc.

 By:_______________________________     Michael P. Rosenberger, President

By: ________________________________    Rosalie Rosenberger, Vice President

By:_______________________________      Michael P. Rosenberger, Individually

 By: ________________________________   Rosalie Rosenberger, Individually

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EX-23.1

Exhibit 23.1

W.T. Uniack & Co. CPA’s P.C.

Certified Public Accountants

Independent Registered Public Accounting Firm’s Consent

We consent to the inclusion in the filing of American Restaurant Concepts, Inc. on Form S-1A #3 and our report dated April 26, 2010, with respect to our audits of the financial statements of American Restaurant Concepts, Inc. as of December 29, 2008 and December 30, 2007 as restated, and for the years ended December 29, 2008 and December 30, 2007 as restated, which report appears with those financial statements referred to above. We also consent to the reference to our Firm under the heading “Experts” in such Prospectus.

/s/ W. T. Uniack & Co. CPA’s P.C.

Alpharetta, Georgia

April 29, 2010