RLLY / ARC Group Inc - Documents déposés auprès de la SEC, rapport annuel, procuration

SUBSIDIARIES OF THE REGISTRANT*

Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Subsidiary State or Other Jurisdiction of Incorporation or Organization ARC Fat Patty?s, LLC Louisiana DWAG Valdosta, LLC Georgia Seediv, LLC Louisiana DWAG NAMF LLC Florida DWAG Franchisor LLC Florida WH Franchisor LLC Florida ARC WingHouse LLC Florida

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 ARC Group, Inc. (Exact Name of registrant as specified

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 ARC Group, Inc. (Exact Name of registrant as specified in its charter) Nevada 59-3649554 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 1409 Kingsley A

Notice of Paycheck Protection Program Forgiveness, dated June 8, 2021, by and between ARC WingHouse LLC and City National Bank of Florida.*

Exhibit 10.30

SUBSIDIARIES OF THE REGISTRANT

Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Subsidiary State or Other Jurisdiction of Incorporation or Organization ARC Fat Patty?s, LLC Louisiana DWAG Valdosta, LLC Georgia Seediv, LLC Louisiana DWAG NAMF LLC Florida DWAG Franchisor LLC Florida WH Franchisor LLC Florida ARC WingHouse LLC Florida

Assignment, Assumption of, and Amendment to Master Distribution Agreement, dated March 4, 2019, by and between Sysco Corporation, Tilted Kilt Franchise Operating, LLC (“Assignor”), and ARC Group, Inc. (“Assignee”).*

Exhibit 10.21

First Amended Sponsorship Agreement, dated July 9, 2019, by and between ARC Group, Inc. and the Jacksonville Jaguars, LLC.*

Exhibit 10.22 FIRST AMENDMENT TO SPONSORSHIP AGREEMENT This First Amendment to Sponsorship Agreement is made effective as of July 9, 2019 (this ?Amendment?), by and between Jacksonville Jaguars, LLC, a Delaware limited liability company (?Club?), and ARC Group, Inc., a Nevada corporation (owner and operator of Dick?s Wings and Grill) (?Sponsor?, and together with Club, the ?Parties?, and each, a ?

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2019 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-54226 ARC GROUP, I

Notice of Paycheck Protection Program Reconciliation Payment, dated February 12, 2021, by and between ARC Fat Patty’s LLC and City National Bank of Florida.*

Exhibit 10.27

Settlement Agreement, dated August 19, 2020, by and between DBH Properties, Ltd. And ARC WingHouse, LLC.*

Exhibit 10.24

Conditional Settlement Agreement, dated December 2020, by and between Bannerman Crossings, III, LLC, and ARC Group, Inc.*

Exhibit 10.25

Third Amended Sponsorship Agreement, dated May 7, 2021, by and between ARC Group, Inc. and the Jacksonville Jaguars, LLC.*

Exhibit 10.28

Second Amended Sponsorship Agreement, dated August 18, 2020, by and between ARC Group, Inc. and the Jacksonville Jaguars, LLC.*

Exhibit 10.23

Consulting Agreement dated August 8, 2018, by and between ARC Group, Inc. and Crescendo Communications, LLC.*

Exhibit 10.20

Stipulation for Settlement, dated January 27, 2021, by and between PRISA II DAVIE SC, LLC and ARC WingHouse LLC.*

Exhibit 10.26

Accounting Software Agreement, dated May 27, 2021, by and between ARC Group, Inc. and Restaurant 365.*

Exhibit 10.29

Audited Financial Statements of CSA, Inc. and Affiliates d.b.a. Fat Patty’s for the fiscal years ended December 31, 2017 and 2016.

Exhibit 99.2

Audited Financial Statements of CSA, Inc. and Affiliates d.b.a. Fat Patty’s for the fiscal years ended December 31, 2018 and 2017.

Exhibit 99.1

Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 30, 2021 (August 30, 2018) ARC GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 000-54226 59-3649554 (State or other jurisdiction of incorporat

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2021 ARC GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 000-54226 59-3649554 (State or other jurisdiction of incorporation or organization)

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

8-K 1 form8-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 27, 2020 ARC GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 000-54226 59-3649554 (State or other jurisdiction of incorporation) (C

Loan and Security Agreement, dated October 22, 2020, by and between ARC WingHouse, LLC and City National Bank of Florida

Exhibit 10.1 LOAN and Security AGREEMENT [MAIN STREET PRIORITY LOAN FACILITY] THIS LOAN AND SECURITY AGREEMENT (this “Agreement”), dated as of this 22nd day of October, 2020, by and between ARC WINGHOUSE LLC, a Florida limited liability company, whose address is 1409 Kingsley Avenue, Unit 2, Orange Park, Florida 32073 (the “Borrower”), and CITY NATIONAL BANK OF FLORIDA, its successors and/or assig

Note, dated October 22, 2020, issued by ARC WingHouse, LLC in favor of City National Bank of Florida

Exhibit 10.2 FLORIDA DOCUMENTARY STAMP TAXES IN THE AMOUNT OF $2,450.00 ARE BEING PAID IN CONNECTION WITH THIS NOTE, AS REQUIRED BY FLORIDA LAW. PROMISSORY NOTE [MAIN STREET PRIORITY LOAN FACILITY] Date of Note: October 22, 2020 Amount of Note: THREE MILLION ONE HUNDRED EIGHTY THOUSAND NINE HUNDRED AND NO/100 DOLLARS ($3,180,900.00) FOR VALUE RECEIVED, ARC WINGHOUSE LLC, a Florida limited liabilit

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 form8-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 24, 2020 ARC GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 000-54226 59-3649554 (State or other jurisdiction of incorporation)

Loan and Security Agreement, dated September 18, 2020, by and between ARC Fat Patty’s, LLC and City National Bank of Florida

Exhibit 10.1 LOAN and Security AGREEMENT [MAIN STREET PRIORITY LOAN FACILITY] THIS LOAN AND SECURITY AGREEMENT (this “Agreement”), dated as of this 18th day of September, 2020, by and between ARC FAT PATTY’S LLC, a Louisiana limited liability company, whose address is 1409 Kingsley Avenue, Unit #2, Orange Park, Florida 32073 (the “Borrower”), and CITY NATIONAL BANK OF FLORIDA, its successors and/o

Promissory Note, dated September 18, 2020, issued by ARC Fat Patty’s, LLC in favor of City National Bank of Florida

Exhibit 10.2 FLORIDA DOCUMENTARY STAMP TAXES IN THE AMOUNT OF $2,450.00 ARE BEING PAID IN CONNECTION WITH THIS NOTE, AS REQUIRED BY FLORIDA LAW. PROMISSORY NOTE [MAIN STREET PRIORITY LOAN FACILITY] Date of Note: September 18, 2020 Amount of Note: FOUR MILLION THREE HUNDRED SIXTY-NINE THOUSAND EIGHT HUNDRED SIXTY AND NO/100 DOLLARS ($4,369,860.00) FOR VALUE RECEIVED, ARC FAT PATTY’S LLC, a Louisian

Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits

8-K 1 form8-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 24, 2020 ARC GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 000-54226 59-3649554 (State or other jurisdiction of incorporation) (Com

Letter from Eide Bailly, LLP dated May 14, 2020

Exhibit 16.1 May 14, 2020 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Ladies and Gentlemen: On May 13, 2020, we were informed of our dismissal as the independent registered public accounting firm for ARC Group, Inc. (the “Company”). We have read the statements made by the Company under Item 4.01 of its Form 8-K dated March 24, 2020, and are in agreement with the such

Note, dated April 16, 2020, by and between ARC WingHouse, LLC and City National Bank of Florida

Exhibit 10.2

Note, dated April 15, 2020, by and between DWAG Valdosta, LLC and City National Bank of Florida

Exhibit 10.6

Note, dated April 17, 2020, by and between Seediv, LLC and City National Bank of Florida

Exhibit 10.4

Note, dated April 16, 2020, by and between ARC Group, Inc. and City National Bank of Florida

Exhibit 10.1

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 19, 2020 ARC GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 000-54226 59-3649554 (State or other jurisdiction of incorporation) (Commission File Numbe

Note, dated April 16, 2020, by and between ARC Fat Patty’s, LLC and City National Bank of Florida

Exhibit 10.3

Note, dated April 15, 2020, by and between DWAG Tallahassee, LLC and City National Bank of Florida

Exhibit 10.5

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 30, 2020 ARC GROUP, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 000-54226 (Commission File Number) 59-36495

Quarterly Report -

10-Q 1 form10-q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) [X] Quarterly report PURSUANT TO Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended: September 30, 2019 or [ ] Transition report PURSUANT TO Section 13 or 15(d) of the Exchange Act of 1934 For the transition period from to Commission File No. 000-542

Restricted Stock Award Agreement, dated November 12, 2019, by and between ARC Group, Inc. and Joseph Dominiak

Exhibit 10.2 RESTRICTED STOCK AWARD AGREEMENT This Restricted Stock Award Agreement (this “Agreement”) is entered into this 12th day of November, 2019 (the “Grant Date”), by and between ARC Group, Inc., a Nevada corporation (the “Company”), and Joseph J. Dominiak (the “Executive”). WHEREAS, the Company and the Executive entered into an employment agreement on or about the date hereof pursuant to w

Employment Agreement, dated November 6, 2019, by and between ARC Group, Inc. and Joseph Dominiak

EX-10.1 2 ex10-1.htm Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated November 6, 2019, is entered into by and between ARC Group, Inc., a Nevada corporation (the “Company”), and Joseph J. Dominiak (the “Executive”). WITNESSETH: WHEREAS, the Company and the Executive wish to set forth in this Agreement the terms and conditions under which Executive will be emplo

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 form8-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2019 ARC GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 000-54226 59-3649554 (State or other jurisdiction of incorporation) (

Security Agreement, dated October 11, 2019, execute by ARC WingHouse, LLC in favor of City National Bank of Florida

EX-10.4 6 ex10-4.htm SECURITY AGREEMENT 1. The Collateral. For value received, the undersigned (the “Debtor”) hereby pledges, assigns and grants to CITY NATIONAL BANK OF FLORIDA (the “Secured Party”), with full recourse to Debtor and subject to the provisions of this Agreement, a security interest in the following described personal property (the “Collateral”): A. All Equipment of every type now o

Promissory Note, dated October 11, 2019, issued by ARC WingHouse, LLC in favor of City National Bank of Florida

ALL FLORIDA DOCUMENTARY STAMP TAXES DUE ON THIS NOTE ARE BEING PAID ON THE MORTGAGE SECURING THIS NOTE PROMISSORY NOTE Date of Note: October 11, 2019 Amount of Note: TWELVE MILLION TWO HUNDRED FIFTY THOUSAND AND 00/100 DOLLARS ($12,250,000.

Loan Agreement, dated October 11, 2019, by and between ARC WingHouse, LLC and City National Bank of Florida

EX-10.2 4 ex10-2.htm LOAN AGREEMENT THIS LOAN AGREEMENT (this “Agreement”), dated as of this 11th day of October, 2019, by and between ARC WINGHOUSE LLC, a Florida limited liability company (the “Borrower”), whose address is 1409 Kingsley Avenue, Suite 2, Orange Park, Florida 32073, and CITY NATIONAL BANK OF FLORIDA, its successors and/or assigns (the “Lender”), whose address is 25 West Flagler St

Put Agreement, dated October 11, 2019, by and between ARC Group, Inc., ARC WingHouse, LLC and Soaring Wings, LLC

EX-10.1 3 ex10-1.htm EXECUTION VERSION PUT AGREEMENT This PUT AGREEMENT (this “Agreement”) dated as of October 11, 2019 (the “Effective Date”), is entered into by and among ARC Group, Inc., a Nevada corporation (the “Parent”), ARC WingHouse, LLC, a Florida limited liability company (“Purchaser” and, together with Parent, “Company”) and Soaring Wings, LLC, a Florida limited liability company (“Soar

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sales of Equity Securities

8-K 1 form8-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 11, 2019 ARC GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 000-54226 59-3649554 (State or other jurisdiction of incorporation) (C

Asset Purchase Agreement, dated October 11, 2019, by and among ARC Group, Inc., ARC WingHouse, LLC, Soaring Wings, LLC, Soaring Wings HQ, LLC, Soaring Wings Advertising, LLC, Soaring Wings IP, LLC, and the other persons party thereto

EX-2.1 2 ex2-1.htm EXECUTION VERSION ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT is made and entered into on October 11, 2019, by and among (i) Soaring Wings, LLC, a Florida limited liability company (“Soaring Wings”); (ii) Soaring Wings HQ, LLC, a Florida limited liability company (“Soaring Wings HQ”); (iii) Soaring Wings Advertising, LLC, a Florida limited liability company (“Soaring

RLLY / ARC Group, Inc. Common 10-Q - Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) [X] Quarterly report PURSUANT TO Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended: June 30, 2019 or [ ] Transition report PURSUANT TO Section 13 or 15(d) of the Exchange Act of 1934 For the transition period from to Commission File No.

Employment Agreement, dated July 15, 2019, by and between ARC Group, Inc. and Alex Andre

EX-10.2 3 ex10-2.htm Exhibit 10.2 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated July 15, 2019 (the “Effective Date”), is entered into by and between ARC Group, Inc., a Nevada corporation (the “Company”), and Alex Andre (the “Executive”). WITNESSETH: WHEREAS, the Company and the Executive wish to set forth in this Agreement the terms and conditions under which Executive w

Restricted Stock Award Agreement, dated April 8, 2019, by and between ARC Group, Inc. and Alex Andre

EX-10.3 4 ex10-3.htm Exhibit 10.3 RESTRICTED STOCK AWARD AGREEMENT This Restricted Stock Award Agreement (this “Agreement”) is entered into this 8th day of April, 2019 (the “Grant Date”), by and between ARC Group, Inc., a Nevada corporation (the “Company”), and Alex Andre (the “Executive”). WHEREAS, the Company and the Executive intend to enter into an employment agreement on or about July 15, 201

Entry into a Material Definitive Agreement, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 form8-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 15, 2019 ARC GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 000-54226 59-3649554 (State or other jurisdiction of incorporation) (Comm

First Amendment to Sponsorship Agreement, dated July 9, 2019, by and between ARC Group, Inc. and Jacksonville Jaguars, LLC

EX-10.1 2 ex10-1.htm Exhibit 10.1 FIRST AMENDMENT TO SPONSORSHIP AGREEMENT This First Amendment to Sponsorship Agreement is made effective as of July 12, 2019 (this “Amendment”), by and between Jacksonville Jaguars, LLC, a Delaware limited liability company (“Club”), and ARC Group, Inc., a Nevada corporation (owner and operator of Dick’s Wings and Grill) (“Sponsor”, and together with Club, the “Pa

ARCK / ARC Group, Inc. 10-Q Quarterly Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) [X] Quarterly report PURSUANT TO Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended: March 31, 2019 or [ ] Transition report PURSUANT TO Section 13 or 15(d) of the Exchange Act of 1934 For the transition period from to Commission File No.

ARC Group, Inc. Investor Presentation dated April 17, 2019.

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

8-K 1 form8-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 17, 2019 ARC GROUP, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-54226 59-3649554 State or Other Jurisdiction of Incorporation of Organiz

Certificate of Designation of Preferences, Rights and Limitations of the Series B Convertible Preferred Stock of the Registrant.

EX-3.1 2 ex3-1.htm Exhibit 3.1 CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF THE SERIES B CONVERTIBLE PREFERRED STOCK OF ARC Group, INC. PURSUANT TO SECTION 78.1955 OF THE NEVADA REVISED STATUTE The undersigned, the Chief Operating Officer of ARC Group, Inc., a Nevada corporation (the “Corporation”), does hereby certify that the board of directors of the Corporation (the “Bo

Subsidiaries of ARC Group, Inc.

Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Subsidiary State or Other Jurisdiction of Incorporation or Organization ARC Fat Patty’s, LLC Louisiana DWAG PCB, LLC Florida DWAG Tallahassee, LLC Florida DWAG Valdosta, LLC Georgia Seediv, LLC Louisiana TK Gonzales, LLC Louisiana

ARCK / ARC Group, Inc. (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) [X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended: December 31, 2018 [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission File Number: 000-54226 ARC GROUP,

RLLY / ARC Group, Inc. Common / Kasturi Seenu G. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* ARC Group, Inc. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 03879T108 (CUSIP Number) Seenu G. Kasturi 1409 Kinsley Ave., Ste. 2 Orange Park, FL 32073 (904) 741-5500 (Name, Address and Telephone Number o

RECENT DEVELOPMENTS

Exhibit 99.1 Certain information to be disclosed in connection with the Offering dated January 29, 2019 This document incudes certain information that ARC Group, Inc. (the “Company”, “we” or “us”) will be disclosing to potential investors in the Company’s proposed private offering (the “Offering”) of up to 5,000,000 units (“Units”), each Unit comprised of one share of common stock and one warrant

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 29, 2019 ARC GROUP, INC. (Exact Name of Registrant as Specified in Charter) Nevada State or Other Jurisdiction of Incorporation of Organization) 000-54226 (Commission File Num

Safe Harbor This presentation contains "forward - looking statements" within the meaning of the Private Securities Litigation Reform Act of 19 95, as amended, that are intended to be covered by the safe harbor created thereby. All statements other th

EX-99.2 3 tv511461ex99-2.htm EXHIBIT 99.2 Investor Presentation January 2019 OTCQB: ARCK Exhibit 99.2 Safe Harbor This presentation contains "forward - looking statements" within the meaning of the Private Securities Litigation Reform Act of 19 95, as amended, that are intended to be covered by the safe harbor created thereby. All statements other than statements of hist ori cal fact contained her

+ Amended and Restated Employment Agreement, dated January 2, 2019, by and between ARC Group, Inc., and Seenu G. Kasturi (incorporated by reference to Exhibit 10.1 to ARC Group, Inc.’s Form 8-K filed with the SEC on January 8, 2019)

Exhibit 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated January 2, 2019 (the “Effective Date”), is entered into by and between ARC Group, Inc., a Nevada corporation (the “Company”), and Seenu G. Kasturi (the “Executive”). WITNESSETH: WHEREAS, the Company and the Executive are parties to that certain Employment Agreement dated

+ Second Amendment to Employment Agreement, dated January 2, 2019, by and between ARC Group, Inc. and Richard W. Akam (incorporated by reference to Exhibit 10.2 to ARC Group, Inc.’s Form 8-K filed with the SEC on January 8, 2019)

EX-10.2 3 tv510607ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 SECOND AMENDMENT TO EMPLOYMENT AGREEMENT THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into this 2nd day of January, 2019, by and between ARC Group, Inc., a Nevada corporation (“American”), and Richard W. Akam (“Akam”) for the purpose of amending that certain Employment Agreement dated January 22, 2013, b

+ Restricted Stock Award Agreement, dated January 2, 2019, by and between ARC Group, Inc. and Seenu G. Kasturi (incorporated by reference to Exhibit 10.3 to ARC Group, Inc.’s Form 8-K filed with the SEC on January 8, 2019)

EX-10.3 4 tv510607ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 RESTRICTED STOCK AWARD AGREEMENT This Restricted Stock Award Agreement (this “Agreement”) is entered into this 2nd day of January, 2019 (the “Grant Date”), by and between ARC Group, Inc., a Nevada corporation (the “Company”), and Seenu G. Kasturi (the “Executive”). WHEREAS, the Company and the Executive are parties to that certain amended and

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 tv5106078k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 2, 2019 ARC GROUP, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 000-54226 (C

ARCK / ARC Group, Inc. FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) x Quarterly report PURSUANT TO Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended: September 30, 2018 or ¨ Transition report PURSUANT TO Section 13 or 15(d) of the Exchange Act of 1934 For the transition period from to Commission File No.

ARCK / ARC Group, Inc. NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: September 30, 2018 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Transition Report

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 tv5063718k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2018 ARC GROUP, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 000-54226 (

Membership Interest Purchase Agreement, dated October 30, 2018, by and among ARC Group, Inc., SDA Holdings, LLC and Fred D. Alexander (incorporated by reference to Exhibit 2.1 to ARC Group, Inc.’s Form 8-K filed with the SEC on November 5, 2018)

EX-2.1 2 tv506371ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 MEMBERSHIP INTEREST PURCHASE AGREEMENT THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is made and entered into this 30th day of October, 2018, by and among ARC Group, Inc., a Nevada corporation (“ARC”), Fred D. Alexander, an individual (“Seller”) and SDA Holdings, LLC, a Louisiana limited liability company (“SDA”). ARC, Seller and

Master Lease Agreement, dated August 30, 2018, by and between ARC Group, Inc. and Store Capital Acquisitions, LLC (incorporated by reference to Exhibit 10.3 to ARC Group, Inc.’s Form 8-K filed with the SEC on September 5, 2018)

Exhibit 10.3 MASTER LEASE AGREEMENT THIS MASTER LEASE AGREEMENT (this “Lease”) is made as of August 30, 2018 (the “Effective Date”), by and between STORE CAPITAL ACQUISITIONS, LLC, a Delaware limited liability company (“Lessor”), whose address is 8377 E. Hartford Dr., Suite 100, Scottsdale, Arizona 85255, and ARC GROUP INC., a Nevada corporation (“Lessee”), whose address is 6327-4 Argyle Forest Bl

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 30, 2018 ARC GROUP, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 000-54226 (Commission File Number) 59-3649

Secured Convertible Promissory Note, dated August 30, 2018, by and between ARC Group, Inc. and Seenu G. Kasturi (incorporated by reference to Exhibit 10.2 to ARC Group, Inc.’s Form 8-K filed with the SEC on September 5, 2018)

Exhibit 10.2 SECURED CONVERTIBLE PROMISSORY NOTE $622,929.17 Dated: August 30, 2018 FOR VALUE RECEIVED, the undersigned, ARC Group, Inc., a Nevada corporation (“Borrower”), promises to pay to the order of Seenu G. Kasturi, an individual (“Lender”), in immediately available funds at the address of Lender, the principal amount of SIX HUNDRED TWENTY-TWO THOUSAND, NINE HUNDRED TWENTY-NINE DOLLARS AND

ARCK / ARC Group, Inc. 10-Q (Quarterly Report)

10-Q 1 tv50113210q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) x Quarterly report PURSUANT TO Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended: June 30, 2018 or ¨ Transition report PURSUANT TO Section 13 or 15(d) of the Exchange Act of 1934 For the transition period from to Commission File No. 000-5422

ARCK / ARC Group, Inc. NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: June 30, 2018 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition Re

Purchase and Sale Agreement, dated August 3, 2018, by and between ARC Group, Inc. and Store Capital Acquisitions, LLC (incorporated by reference to Exhibit 10.1 to ARC Group, Inc.’s Form 8-K filed with the SEC on August 9, 2018)

Exhibit 10.1 PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of August 3, 2018 (“Effective Date”), by and between STORE CAPITAL ACQUISITIONS, LLC, a Delaware limited liability company (“Purchaser”), and ARC GROUP INC., a Nevada corporation (“Seller”). Except as otherwise expressly defined herein, capitalized terms will have the meanings s

Asset Purchase Agreement, dated August 30, 2018, by and among ARC Group, Inc., CSA, Inc., CSA Investments, LLC, CSA of Teays Valley, Inc., CSA, Inc. of Ashland, Fat Patty’s, LLC and Clint Artrip (incorporated by reference to Exhibit 2.1 to ARC Group, Inc.’s Form 8-K filed with the SEC on August 9, 2018)

Exhibit 2.1 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into this 3rd day of August, 2018, by and among ARC Group, Inc., a Nevada corporation (“Purchaser”), CSA, Inc., a West Virginia corporation (“CSA”), CSA Investments, LLC, a West Virginia limited liability company (“CSA Investments”), CSA of Teays Valley, Inc., a West Virginia corporation (“CSA

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 tv5005898k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2018 ARC GROUP, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 000-54226 (Co

RLLY / ARC Group, Inc. Common / Kasturi Seenu G. - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDED AND RESTATED SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* ARC Group, Inc. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 03879T108 (CUSIP Number) Seenu G. Kasturi 6327-4 Argyle Forest Blvd. Jacksonville, FL 32244 (904) 741-5500 (Name, Address

Changes in Control of Registrant, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

8-K 1 tv4968468k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2018 ARC GROUP, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 000-54226 (Com

Certificate of Designation for Series A Convertible Preferred Stock (incorporated by reference to Exhibit 3.3 to ARC Group, Inc.’s Form 8-K filed with the SEC on June 20, 2018)

EX-3.1 2 tv496846ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 ARC GROUP, INC. CERTIFICATE OF DESIGNATION OF SERIES A CONVERTIBLE PREFERRED STOCK Pursuant to Chapter 78.195 of the of the Nevada Revised Statutes (“NRS”), ARC Group, Inc., a Nevada corporation (the “Corporation”), does hereby certify: The Articles of Incorporation of the Corporation (the “Charter”) confer upon the Board of Directors of the Corpo

Securities Purchase Agreement, dated June 15, 2018, by and between ARC Group, Inc. and Seenu G. Kasturi (incorporated by reference to Exhibit 10.1 to ARC Group, Inc.’s Form 8-K filed with the SEC on June 20, 2018)

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated June 15, 2018, is entered into by and between ARC Group, Inc., a Nevada corporation (“ARC Group”), and Seenu G. Kasturi (“Kasturi”). Recitals WHEREAS, Kasturi desires to purchase, and ARC Group desires to sell, 449,581 shares (the “Preferred Shares”) of Series A convertible preferred stock, par

ARCK / ARC Group, Inc. FORM 10-Q (Quarterly Report)

10-Q 1 tv49372610q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) x Quarterly report PURSUANT TO Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended: March 31, 2018 or ¨ Transition report PURSUANT TO Section 13 or 15(d) of the Exchange Act of 1934 For the transition period from to Commission File No. 00

Subsidiaries of ARC Group, Inc.

Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Subsidiary State or Other Jurisdiction of Incorporation or Organization Seediv, LLC Louisiana

ARCK / ARC Group, Inc. FORM 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended: December 31, 2017 ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission File Number: 000-54226 ARC GROUP, INC

Termination of a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 tv4851578k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 1, 2018 ARC GROUP, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 000-54226 (

Termination Agreement and Mutual Release, dated February 1, 2018, by and between Seediv, LLC and Raceland QSR, LLC (incorporated by reference to Exhibit 10.1 to ARC Group, Inc.’s Form 8-K filed with the SEC on February 7, 2018)

EX-10.1 2 tv485157ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 TERMINATION AGREEMENT AND MUTUAL RELEASE THIS TERMINATION AGREEMENT AND MUTUAL RELEASE (this “Termination Agreement”) is made and entered into this 1st day of February, 2018, by and between Raceland QSR, LLC, a Louisiana limited liability company (“Seller”), and Seediv, LLC, a Louisiana limited liability company (“Buyer”). Recitals WHEREAS, Se

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 tv4811678k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 5, 2017 ARC GROUP, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 000-54226 (

Jacksonville Jaguars Sponsorship Agreement, dated November 27, 2017, by and between ARC Group, Inc. and Jacksonville Jaguars LLC (incorporated by reference to Exhibit 10.1 to ARC Group, Inc.’s Form 8-K filed with the SEC on December 11, 2017)

EX-10.1 2 tv481167ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 JACKSONVILLE JAGUARS SPONSORSHIP AGREEMENT This Sponsorship Agreement (this “Agreement”) is entered into as of November 27, 2017 (the “Execution Date”) by and between Jacksonville Jaguars, LLC, a Delaware limited liability company (“Club”), and The ARC Group, Inc., a Florida corporation (owner and operator of Dick’s Wings and Grill) (“Sponsor”

First Amendment to Agreement for Purchase and Sale of Real Estate, dated November 30, 2017, by and between Seediv, LLC and Raceland QSR, LLC (incorporated by reference to Exhibit 10.1 to ARC Group, Inc.’s Form 8-K filed with the SEC on December 1, 2017)

Exhibit 10.1 FIRST AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE OF REAL ESTATE THIS FIRST AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE OF REAL ESTATE (this ?Amendment?) is made and entered into this 30th day of November, 2017, by and between Raceland QSR, LLC, a Louisiana limited liability company (?Seller?), and Seediv, LLC, a Louisiana limited liability company (?Buyer?), for the purpose of amen

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 tv4806408k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 30, 2017 ARC GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 000-54226 59-3649554 (State or other jurisdiction of inco

ARCK / ARC Group, Inc. 10-K/A (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) x Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended: December 31, 2016 ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission File Number: 000-

ARCK / ARC Group, Inc. FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) x Quarterly report PURSUANT TO Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended: September 30, 2017 or ¨ Transition report PURSUANT TO Section 13 or 15(d) of the Exchange Act of 1934 For the transition period from to Commission File No.

Agreement for Purchase and Sale of Real Estate, dated October 4, 2017, by and between Seediv, LLC and Raceland QSR, LLC (incorporated by reference to Exhibit 10.1 to ARC Group, Inc.’s Form 8-K filed with the SEC on October 10, 2017)

Exhibit 10.1 AGREEMENT FOR PURCHASE AND SALE OF REAL ESTATE THIS AGREEMENT FOR PURCHASE AND SALE OF REAL ESTATE (this ?Agreement?) is made and entered into this 4th day of October, 2017 (the ?Effective Date?), by and between Raceland QSR, LLC., a Louisiana limited liability company (?Seller?), and Seediv, LLC, a Louisiana limited liability company (?Buyer?). WHEREAS, Seller is the owner of the rea

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 4, 2017 ARC GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 000-54226 59-3649554 (State or other jurisdiction of incorporation) (Commission File Numb

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

8-K 1 v4759778k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 21, 2017 ARC GROUP, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 000-54226

Letter from M&K CPAS, PLLC dated September 21, 2017

Exhibit 16.1 [M&K CPAS, PLLC LETTERHEAD] September 21, 2017 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Ladies and Gentlemen: We have read the statements made by ARC Group, Inc. (the ?Company?) under Item 4.01 of its Form 8-K dated September 21, 2017, and we agree with such statements, except that we are not in a position to agree or disagree with the Company?s state

SECURITIES PURCHASE AGREEMENT

Exhibit 99.2 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated August 23, 2017, is entered into by and between Seenu G. Kasturi (“Purchaser”) and William D. Leopold II (“Seller”). Recitals WHEREAS, Purchaser desires to purchase, and Seller desires to sell, shares of common stock of ARC Group, Inc., a Nevada corporation (the “Company”), on the terms and cond

RLLY / ARC Group, Inc. Common / Leopold Ii William D. - SC 13D/A Activist Investment

SC 13D/A 1 v475343sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* ARC Group, Inc. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 03879T108 (CUSIP Number) William D. Leopold II 3551 East Third Road LaSalle, IL 61301 (815) 830-3940 (Na

Changes in Control of Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 23, 2017 ARC GROUP, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 000-54226 (Commission File Number) 59-3649

STOCK PLEDGE AND SECURITY AGREEMENT

EX-99.6 5 t1700501ex99-6.htm EXHIBIT 99.6 Exhibit 99.6 STOCK PLEDGE AND SECURITY AGREEMENT THIS STOCK PLEDGE AND SECURITY AGREEMENT (this “Agreement”) is entered into this 23rd day of August, 2017, by and between Seenu G. Kasturi, an individual (the “Pledgor”), and the Kasturi Children’s Trust, a trust formed under the laws of the State of Louisiana (the “Pledgee”). Recitals WHEREAS, pursuant to t

RLLY / ARC Group, Inc. Common / Kasturi Seenu G. - SCHEDULE 13D (AMENDMENT NO. 4) Activist Investment

SC 13D/A 1 t1700501sc13da.htm SCHEDULE 13D (AMENDMENT NO. 4) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* ARC Group, Inc. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 03879T108 (CUSIP Number) Seenu G. Kasturi 6327-4 Argyle Forest Blvd. Jacksonville

SECURITIES PURCHASE AGREEMENT

EX-99.3 2 t1700501ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated July 21, 2017, is entered into by and between Seenu G. Kasturi (“Purchaser”), Paradise on Wings Franchise Group, LLC, a Utah limited liability company (“Seller”), Wing Nutz Development, LLC, a Utah limited liability company (“WND”), Blue Victory Holdings

SECURED PROMISSORY NOTE

EX-99.5 4 t1700501ex99-5.htm EXHIBIT 99.5 Exhibit 99.5 SECURED PROMISSORY NOTE $225,850.74 Dated: August 23, 2017 FOR VALUE RECEIVED, the undersigned, Seenu G. Kasturi, an individual (“Borrower”), promises to pay to the order of The Kasturi Children’s Trust, a trust formed under the laws of Louisiana (“Lender”), in immediately available funds at the address of Lender, the principal amount of TWO H

SECURITIES PURCHASE AGREEMENT

EX-99.4 3 t1700501ex99-4.htm EXHIBIT 99.4 Exhibit 99.4 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated August 23, 2017, is entered into by and between Seenu G. Kasturi (“Purchaser”) and William D. Leopold II (“Seller”). Recitals WHEREAS, Purchaser desires to purchase, and Seller desires to sell, shares of common stock of ARC Group, Inc., a Nevada corporat

ARCK / ARC Group, Inc. FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) x Quarterly report PURSUANT TO Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended: June 30, 2017 or ¨ Transition report PURSUANT TO Section 13 or 15(d) of the Exchange Act of 1934 For the transition period from to Commission File No.

ARC Group NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K x Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: June 30, 2017 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report on Fo

ARCK / ARC Group, Inc. FORM 10-Q (Quarterly Report)

10-Q 1 v47226010q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) x Quarterly report PURSUANT TO Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended: March 31, 2017 or ¨ Transition report PURSUANT TO Section 13 or 15(d) of the Exchange Act of 1934 For the transition period from to Commission File No. 000

ARCK / ARC Group, Inc. FORM 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended: December 31, 2016 ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission File Number: 000-54226 ARC GROUP, INC

ARC Group FORM 12B-25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: March 31, 2017 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report on F

SEEDIV, LLC Index to Financial Statements

Exhibit 99.3 SEEDIV, LLC Index to Financial Statements Page Balance Sheets at September 30, 2016 (unaudited) and December 31, 2015 2 Statements of Operations for the Nine-Month Periods Ended September 30, 2016 and 2015 (unaudited) 3 Statements of Member?s Deficit for the Nine-Month Period Ended September 30, 2016 (unaudited) 4 Statements of Cash Flows for the Nine-Month Periods Ended September 30,

SEEDIV, LLC Index to Financial Statements

Exhibit 99.2 SEEDIV, LLC Index to Financial Statements Page Report of Independent Registered Public Accounting Firm 2 Balance Sheets at December 31, 2015 and 2014 3 Statements of Operations for the Years Ended December 31, 2015 and 2014 4 Statements of Member?s Equity / (Deficit) for the Years Ended December 31, 2015 and 2014 5 Statements of Cash Flows for the Years Ended December 31, 2015 and 201

Unaudited Pro Forma Condensed Combined Financial Statements

Exhibit 99.4 Unaudited Pro Forma Condensed Combined Financial Statements On December 19, 2016, ARC Group, Inc. (the ?Company?) entered into a membership interest purchase agreement with Seenu G. Kasturi pursuant to which the Company agreed to acquire all of the issued and outstanding membership interests of Seediv, LLC, a Louisiana limited liability company (?Seediv?), from Mr. Kasturi. Seediv is

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 19, 2016 ARC GROUP, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 000-54226 (Commission File Number) 59-

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing of a Schedule 13G, and any amendments thereto, with respect to securities of ARC Group, Inc. and that this agreement be included as Exhibit 99.1 to such joint filing. Each of the undersigned acknowledges and agrees

RLLY / ARC Group, Inc. Common / Kasturi Children's Trust - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 ARC Group, Inc. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 03879T108 (CUSIP Number) April 26, 2017 (Date of Event which Requires filing of this Statement) Check the appropriate box to designate the rule pursuant to which

RLLY / ARC Group, Inc. Common / Kasturi Seenu G. - SCHEDULE 13D (AMENDMENT NO. 3) Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* ARC Group, Inc. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 03879T108 (CUSIP Number) Seenu G. Kasturi 212 Guilbeau Rd. Lafayette, LA 70506 (904) 741-5500 (Name, Address and Telephone Number of Person Au

ARC Group FORM 12B-25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: December 31, 2016 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report o

Promissory Note, dated March 24, 2017, issued by ARC Group, Inc. in favor of Blue Victory Holdings, Inc. (incorporated by reference to Exhibit 10.2 to ARC Group, Inc.’s Form 8-K filed with the SEC on March 30, 2017)

Exhibit 10.2 PROMISSORY NOTE $50,000.00 March 24, 2017 This Promissory Note (this ?Note?) is executed and delivered under and pursuant to the terms of that certain First Amendment to Loan Agreement, dated March 24, 2017, by and between ARC Group, Inc., a Nevada corporation (?Maker?), and Blue Victory Holdings, Inc., a Nevada corporation (?Payee?) (the ?Amendment?). Capitalized terms not otherwise

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 24, 2017 ARC GROUP, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 000-54226 (Commission File Number) 59-36495

First Amendment to Loan Agreement, dated March 24, 2017, by and between ARC Group, Inc. and Blue Victory Holdings, Inc. (incorporated by reference to Exhibit 10.1 to ARC Group, Inc.’s Form 8-K filed with the SEC on March 30, 2017)

Exhibit 10.1 FIRST AMENDMENT TO LOAN AGREEMENT THIS FIRST AMENDMENT TO LOAN AGREEMENT (this ?Amendment?) is made and entered into this 24th day of March, 2017, by and between ARC Group, Inc., a Nevada corporation (?Borrower?), and Blue Victory Holdings, Inc., a Nevada corporation (?Lender?), for the purpose of amending that certain Loan Agreement, dated September 13, 2013, by and between Borrower

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2017 ARC GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 000-54226 59-3649554 (State or other jurisdiction of incorporation) (Commission File Num

First Amendment to Employment Agreement, dated January 31, 2017, by and between ARC Group, Inc. and Richard W. Akam (incorporated by reference to Exhibit 10.1 to ARC Group, Inc.’s Form 8-K filed with the SEC on February 6, 2017)

Exhibit 10.1 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this ?Amendment?) is made and entered into this 31st day of January, 2017, by and between ARC Group, Inc., a Nevada corporation (?American?), and Richard W. Akam (?Akam?) for the purpose of amending that certain Employment Agreement dated January 22, 2013, by and between American and Akam (the ?Emplo

RLLY / ARC Group, Inc. Common / Kasturi Seenu G. - SCHEDULE 13D (AMENDMENT NO. 2) Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* ARC Group, Inc. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 029281102 (CUSIP Number) Seenu G. Kasturi 212 Guilbeau Rd. Lafayette, LA 70506 (904) 741-5500 (Name, Address and Telephone Number of Person Au

ARC Group ANNOUNCES APPOINTMENT OF SEENU G. KASTURI AS PRESIDENT AND CHIEF FINANCIAL OFFICER Mr. Kasturi Will Also Serve as Chairman of the Company’s Board of Directors

Exhibit 99.1 ARC Group ANNOUNCES APPOINTMENT OF SEENU G. KASTURI AS PRESIDENT AND CHIEF FINANCIAL OFFICER Mr. Kasturi Will Also Serve as Chairman of the Company?s Board of Directors JACKSONVILLE, Fla. ? January 18, 2017 ? ARC Group, Inc. (OTCQB: ARCK), the owner, operator and franchisor of the award-winning Dick's Wings & Grill? concept, today announced that the Company?s Board of Directors appoin

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 18, 2017 ARC GROUP, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 000-54226 (Commission File Number) 59-364

Employment Agreement, dated January 18, 2017, by and between ARC Group, Inc. and Seenu G. Kasturi (incorporated by reference to Exhibit 10.1 to ARC Group, Inc.’s Form 8-K filed with the SEC on January 20, 2017)

Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this ?Agreement?), dated January 18, 2017 (the ?Effective Date?), is entered into by and between ARC Group, Inc., a Nevada corporation (the ?Company?), and Seenu Kasturi (the ?Executive?). WITNESSETH: WHEREAS, the Company desires to employ Employee, and Employee desires to be employed by the Company, under the terms and subject to the co

ARC Group COMPLETES ACQUISITION OF two Dick’s WINGS restaurants Transaction Expected to Contribute More Than $3 million in Annual Revenue and be Accretive to Earnings

Exhibit 99.1 ARC Group COMPLETES ACQUISITION OF two Dick?s WINGS restaurants Transaction Expected to Contribute More Than $3 million in Annual Revenue and be Accretive to Earnings JACKSONVILLE, Fla. ? December 20, 2016 ? ARC Group, Inc. (OTCQB: ARCK), the owner, operator and franchisor of the award-winning Dick?s Wings & Grill? concept, today announced that it has completed the acquisition of two

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 19, 2016 ARC GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 000-54226 59-3649554 (State or other jurisdiction (Commission (IRS Employer of incorpor

Membership Interest Purchase Agreement, dated December 19, 2016, by and between ARC Group, Inc. and Seediv, LLC (incorporated by reference to Exhibit 2.1 to ARC Group, Inc.’s Form 8-K filed with the SEC on December 23, 2016)

Exhibit 2.1 MEMBERSHIP INTEREST PURCHASE AGREEMENT THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this ?Agreement?) is made and entered into this 19th day of December, 2016, by and between ARC Group, Inc., a Nevada corporation (?ARC?), and Seenu G. Kasturi, an individual (?Seller?). Recitals WHEREAS, Seller owns all of the issued and outstanding membership interests (the ?Membership Interests?), of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) x Quarterly report PURSUANT TO Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended: September 30, 2016 or ¨ Transition report PURSUANT TO Section 13 or 15(d) of the Exchange Act of 1934 For the transition period from to Commission File No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) x Quarterly report PURSUANT TO Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended: June 30, 2016 or ¨ Transition report PURSUANT TO Section 13 or 15(d) of the Exchange Act of 1934 For the transition period from to Commission File No.

ARC Group FORM 10-Q (AMENDMENT NO. 1) (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q/A (Amendment No.

ARC Group FROM 10-K (AMENDMENT NO. 1) (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) x Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended: December 31, 2015 ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission File Number: 000-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) x Quarterly report PURSUANT TO Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended: March 31, 2016 or ¨ Transition report PURSUANT TO Section 13 or 15(d) of the Exchange Act of 1934 For the transition period from to Commission File No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended: December 31, 2015 ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission File Number: 000-54226 ARC GROUP, INC

ARC Group FORM 12B-25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: December 31, 2015 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) x Quarterly report PURSUANT TO Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended: September 30, 2015 or ? Transition report PURSUANT TO Section 13 or 15(d) of the Exchange Act of 1934 For the transition period from to Commission File No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ? Quarterly report PURSUANT TO Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended: June 30, 2015 or ? Transition report PURSUANT TO Section 13 or 15(d) of the Exchange Act of 1934 For the transition period from to Commission File No.

ARC Group NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): oForm 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: June 30, 2015 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report on For

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2015 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE EXCHANGE ACT OF 1934 For the transition period from to Commission File No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 28, 2014 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 000-54226 ARC GROUP, INC

Settlement Agreement and Release, dated January 8, 2015, by and between ARC Group, Inc. and J. David Eberle (incorporated by reference to Exhibit 10.14 to ARC Group, Inc.’s Annual Report on Form 10-K filed with the SEC on March 30, 2015)

Exhibit 10.14 SETTLEMENT AGREEMENT AND FULL AND FINAL RELEASE This Agreement is made between J. David Eberle (?Eberle?), and ARC Group, Inc. f/k/a American Restaurant Concepts, Inc., including any of its past, present or future parent subsidiary, affiliated, and related entities, including but not limited to Dick?s Wings and their respective past, present, or future directors, administrators, offi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 28, 2014 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE EXCHANGE ACT OF 1934 For the transition period from to Commission File No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 29, 2014 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE EXCHANGE ACT OF 1934 For the transition period from to Commission File No.

AGREEMENT AND PLAN OF MERGER

EX-2.1 2 ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 13, 2014, is made and entered into by and between American Restaurant Concepts, Inc., a Florida corporation (the “ARC Florida”), and ARC Group, Inc., a Nevada corporation and wholly-owned subsidiary of ARC Florida (“ARC Nevada”). ARC Florida and ARC Nevada

- FORM 8-K12G3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2014 ARC GROUP, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 000-54226 (Commission File Number) 59-364955

Articles of Incorporation of ARC Group, Inc. (incorporated by reference to Exhibit 3.1 to ARC Group, Inc.’s Form 8-K12G3 filed with the SEC on June 19, 2014)

Exhibit 3.1 ARTICLES OF INCORPORATION OF ARC GROUP, INC. ARTICLE I NAME The name of the corporation is ARC Group, Inc. (the “Corporation”). ARTICLE II REGISTERED OFFICE The name of the registered agent of the Corporation is CSC Services of Nevada, Inc. The address, including street, number and city, of the registered agent of the Corporation in the State of Nevada is 2215-B Renaissance Drive, Las

Bylaws of ARC Group Inc. (incorporated by reference to Exhibit 3.1 to ARC Group, Inc.’s Form 8-K12G3 filed with the SEC on June 19, 2014)

Exhibit 3.2 BYLAWS OF ARC GROUP, INC. (A Nevada Corporation) ARTICLE I CORPORATE OFFICES 1.1 Registered Office. The registered office of corporation shall be as designated in the articles of incorporation of the corporation. 1.2 Other Offices. The corporation may also have offices at such other places, either within or without the State of Nevada, as the board of directors may from time to time de

Specimen Stock Certificate (incorporated by reference to Exhibit 4.1 to ARC Group, Inc.’s Form 8-K12G3 filed with the SEC on June 19, 2014)

EX-4.1 5 ex4-1.htm EXHIBIT 4.1 Exhibit 4.1

ARC GROUP, INC. 2014 STOCK INCENTIVE PLAN

EX-10.1 6 ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 ARC GROUP, INC. 2014 STOCK INCENTIVE PLAN 1. Purpose. The purpose of the 2014 Stock Incentive Plan (the “Plan”) of ARC Group, Inc., a Nevada corporation (the “Company”), is to promote and closely align the interests of officers, directors and employees of, and consultants to, the Company and its stockholders by providing such individuals with stock-ba

AMERICAN RESTAURANT CONCEPTS ANNOUNCES Q1 2014 FINANCIAL RESULTS

Exhibit 99.1 AMERICAN RESTAURANT CONCEPTS ANNOUNCES Q1 2014 FINANCIAL RESULTS LAFAYETTE, La. – May 15, 2014 – American Restaurant Concepts, Inc. (OTCBB: ANPZ), owner, operator and franchisor of the award-winning Dick’s Wings & Grill® concept, announced its financial results for its first fiscal quarter of 2014. Its financial results continued to improve, highlighted by solid growth in royalties an

Financial Statements and Exhibits, Other Events - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2014 AMERICAN RESTAURANT CONCEPTS, INC. (Exact name of registrant as specified in its charter) Florida (State or other jurisdiction of incorporation) 000-54226 (Commission Fil

- FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2014 AMERICAN RESTAURANT CONCEPTS, INC. (Exact name of registrant as specified in its charter) Florida (State or other jurisdiction of incorporation) 000-54226 (Commission Fil

AMERICAN RESTAURANT CONCEPTS ANNOUNCES Q1 2014 FINANCIAL RESULTS

Exhibit 99.1 AMERICAN RESTAURANT CONCEPTS ANNOUNCES Q1 2014 FINANCIAL RESULTS LAFAYETTE, La. – May 15, 2014 – American Restaurant Concepts, Inc. (OTCBB: ANPZ), owner, operator and franchisor of the award-winning Dick’s Wings & Grill® concept, announced its financial results for its first fiscal quarter of 2014. Its financial results continued to improve, highlighted by solid growth in royalties an

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 30, 2014 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE EXCHANGE ACT OF 1934 For the transition period from to Commission File No.

- DEFINITIVE PROXY STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by Registrant x Filed by a party other than the Registrant o Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement

- SCHEDULE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by Registrant x Filed by a party other than the Registrant o Check the appropriate box: x Preliminary Proxy Statement o Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy Statement

Summary of Compensation for Daniel Slone (incorporated by reference to Exhibit 10.13 to ARC Group, Inc. Form 10-K filed with the SEC on March 31, 2014)

Exhibit 10.13 American Restaurant Concepts, Inc. Summary of Compensation Arrangement With Daniel Slone The following is a summary of the compensation arrangement for Daniel Slone in connection with his appointment as the Chief Financial Officer of American Restaurant Concepts, Inc. effective August 19, 2013. Annual Base Salary: $1.00

ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF AMERICAN RESTAURANT CONCEPTS, INC.

Exhibit 3.3 ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF AMERICAN RESTAURANT CONCEPTS, INC. Document Number: P00000042163 Pursuant to the provisions of Section 607.1006 of the Florida Business Corporation Act, American Restaurant Concepts, Inc., a Florida corporation (the ?Corporation?), hereby adopts the following Articles of Amendment to its Articles of Incorporation, as amended: 1. The

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

10-K 1 t7865910k.htm FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 29, 2013 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File N

RLLY / ARC Group, Inc. Common / Kasturi Seenu G. - SCHEDULE 13D (AMENDMENT NO. 1) Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* American Restaurant Concepts, Inc. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 029281102 (CUSIP Number) Seenu G. Kasturi 212 Guilbeau Rd. Lafayette, LA 70506 (877) 971-2583 (Name, Address and Telephone

Securities Purchase Agreement, dated February 27, 2014, by and between ARC Group, Inc. and Seenu G. Kasturi (incorporated by reference to Exhibit 10.1 to ARC Group, Inc.’s Form 8-K filed with the SEC on March 5, 2014)

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”), dated February 27, 2014, is entered into by and between American Restaurant Concepts, Inc., a Florida corporation (the “Company”), and Seenu G. Kasturi, an individual (“Purchaser”). R E C I T A L S: WHEREAS, Purchaser desires to purchase, and the Company desires to sell, shares of the Company’s common

Entry into a Material Definitive Agreement, Financial Statements and Exhibits - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2014 AMERICAN RESTAURANT CONCEPTS, INC. (Exact name of registrant as specified in its charter) Florida (State or other jurisdiction of incorporation) 000-54226 (Commissio

Promissory Note, dated February 27, 2014, issued by Seenu G. Kasturi in favor of ARC Group, Inc. (incorporated by reference to Exhibit 10.2 to ARC Group, Inc.’s Form 8-K filed with the SEC on March 5, 2014)

Exhibit 10.2 PROMISSORY NOTE $340,000.00 Dated: February 27, 2014 FOR VALUE RECEIVED, the undersigned, Seenu G. Kasturi, an individual (“Borrower”), promises to pay to the order of American Restaurant Concepts, Inc., a Florida corporation (“Lender”), in immediately available funds at the address of Lender set forth in the Securities Purchase Agreement (as defined below), or at such other location

Amended and Restated Operating Agreement of Paradise on Wings Franchise Group, LLC, dated January 20, 2014, by and among ARC Group, Inc. and the other members thereto (incorporated by reference to Exhibit 10.2 to ARC Group, Inc.’s Form 8-K filed with the SEC on January 24, 2014)

Exhibit 10.2 Amended and Restated Operating Agreement of Paradise on Wings Franchise Group, LLC This Amended and Restated Operating Agreement (“Agreement”) of Paradise on Wings Franchise Group, LLC (the “Company”), is made and entered into as of this 20th day of January, 2014, by the members set forth on Schedule 1 attached hereto (referred to herein as the “Members”) and shall replace and superse

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

8-K 1 t781418k.htm EXHIBIT 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 20, 2014 AMERICAN RESTAURANT CONCEPTS, INC. (Exact name of registrant as specified in its charter) Florida (State or other jurisdiction of incor

Contribution Agreement, dated January 20, 2014, by and between ARC Group, Inc. and Paradise on Wings Franchise Group, LLC (incorporated by reference to Exhibit 10.1 to ARC Group, Inc.’s Form 8-K filed with the SEC on January 24, 2014)

EX-10.1 2 ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 CONTRIBUTION AGREEMENT by and between PARADISE ON WINGS FRANCHISE GROUP, LLC, and AMERICAN RESTAURANT CONCEPTS, INC. Effective Date: January 20, 2014 CONTRIBUTION AGREEMENT This Contribution Agreement (this “Agreement”), is entered into effective as of the 20th day of January, 2014 (the “Effective Date”), by and between Paradise on Wings Franchise Gro

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 29, 2013 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE EXCHANGE ACT OF 1934 For the transition period from to Commission File No.

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 1, 2013 AMERICAN RESTAURANT CONCEPTS, INC. (Exact name of registrant as specified in its charter) Florida (State or other jurisdiction of incorporation) 000-54226 (Commission

SETTLEMENT AGREEMENT AND RELEASE

Exhibit 10.1 SETTLEMENT AGREEMENT AND RELEASE This Settlement Agreement and Release (this “Settlement Agreement”), dated November 1, 2013, is entered into by and among American Restaurant Concepts, Inc., a Florida corporation (the “Company”), Brusta Investments, LLC, a Louisiana limited liability company (“Brusta Investments”), and D. Dale Thevenet, an individual (“Mr. Thevenet”; together with Bru

Submission of Matters to a Vote of Security Holders - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 21, 2013 AMERICAN RESTAURANT CONCEPTS, INC. (Exact name of registrant as specified in its charter) Florida (State or other jurisdiction of incorporation) 000-54226 (Commission

- DEFINITIVE PROXY STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by Registrant x Filed by a party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 13, 2013 AMERICAN RESTAURANT CONCEPTS, INC. (Exact name of registrant as specified in its charter) Florida (State or other jurisdiction of incorporation) 000-54226 (Commissi

Loan Agreement, dated September 13, 2013, by and between ARC Group, Inc. and Blue Victory Holdings, Inc. (incorporated by reference to Exhibit 10.1 to ARC Group, Inc.’s Form 8-K filed with the SEC on September 19, 2013)

Exhibit 10.1 LOAN AGREEMENT THIS LOAN AGREEMENT (this “Agreement”) is entered into and effective this 13th day of September, 2013, by and between American Restaurant Concepts, Inc. a Florida corporation (the “Borrower”), and Blue Victory Holdings, Inc., a Nevada corporation (the “Lender”). BACKGROUND WHEREAS, Borrower has requested that Lender extend a line of credit facility to Borrower for up to

Promissory Note, dated September 13, 2013, issued by ARC Group, Inc. in favor of Blue Victory Holdings, Inc. (incorporated by reference to Exhibit 10.2 to ARC Group, Inc.’s Form 8-K filed with the SEC on September 19, 2013)

Exhibit 10.2 PROMISSORY NOTE $1,000,000.00 September 13, 2013 This Promissory Note (this “Note”) is executed and delivered under and pursuant to the terms of that certain Loan Agreement dated September 16, 2013 (as amended, restated, supplemented or modified from time to time, the “Loan Agreement”) by and between American Restaurant Concepts, Inc., a Florida corporation (“Maker”), and Blue Victory

CONSULTING AGREEMENT

Exhibit 10.3 CONSULTING AGREEMENT This Consulting Agreement (this “Agreement”) is entered into and effective this 13th day of September, 2013 (the “Effective Date”), by and between American Restaurant Concepts, Inc., a Florida corporation (the “Company”), and Blue Victory Holdings, Inc., a Nevada corporation (“Consultant”). WITNESSETH: WHEREAS, the Company and Consultant desire to enter into an ag

- FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 12, 2013 AMERICAN RESTAURANT CONCEPTS, INC. (Exact name of registrant as specified in its charter) Florida (State or other jurisdiction of incorporation) 000-54226 (Commissi

American Restaurant Concepts ANNOUNCES special meeting of stockholders to approve REVERSE STOCK SPLIT

Exhibit 99.1 American Restaurant Concepts ANNOUNCES special meeting of stockholders to approve REVERSE STOCK SPLIT LAFAYETTE, La. – September 12, 2013 – American Restaurant Concepts, Inc. (OTCBB: ANPZ), operator and franchisor of the award-winning Dick’s Wings & Grill® restaurants, announced today that it will hold a special meeting of stockholders on October 21, 2013 to seek approval of a proposa

American Restaurant Concepts ANNOUNCES special meeting of stockholders to approve REVERSE STOCK SPLIT

Exhibit 99.1 American Restaurant Concepts ANNOUNCES special meeting of stockholders to approve REVERSE STOCK SPLIT LAFAYETTE, La. – September 12, 2013 – American Restaurant Concepts, Inc. (OTCBB: ANPZ), operator and franchisor of the award-winning Dick’s Wings & Grill® restaurants, announced today that it will hold a special meeting of stockholders on October 21, 2013 to seek approval of a proposa

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 12, 2013 AMERICAN RESTAURANT CONCEPTS, INC. (Exact name of registrant as specified in its charter) Florida (State or other jurisdiction of incorporation) 000-54226 (Commissi

- SCHEDULE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by Registrant x Filed by a party other than the Registrant o Check the appropriate box: x Preliminary Proxy Statement o Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy Statement

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 19, 2013 AMERICAN RESTAURANT CONCEPTS, INC. (Exact name of registrant as specified in its charter) Florida (State or other jurisdiction of incorporation) 000-54226 (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2013 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE EXCHANGE ACT OF 1934 For the transition period from to Commission File No.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2013 AMERICAN RESTAURANT CONCEPTS, INC. (Exact name of registrant as specified in its charter) Florida (State or other jurisdiction of incorporation) 000-54226 (Commission Fi

CONSULTING AGREEMENT FOR TERM

Exhibit 10.2 CONSULTING AGREEMENT FOR TERM This Consulting Agreement for Term, hereinafter the “Agreement,” is entered into between: AMERICAN RESTAURANT CONCEPTS, INC., hereinafter “ARC”, 1405 West Pinhook Road, Suite 102, Lafayette, Louisiana 70503; and, MICHAEL P. ROSENBERGER, hereinafter “Rosenberger”, 12763 Clear Springs Drive, Jacksonville, Florida 32225; who did declare that: WHEREAS, Rosenb

VOLUNTARY RESIGNATION AND COMPENSATION AGREEMENT, WITH EXCLUSIVE ASSIGNMENT

Exhibit 10.1 VOLUNTARY RESIGNATION AND COMPENSATION AGREEMENT, WITH EXCLUSIVE ASSIGNMENT This Voluntary Resignation and Compensation Agreement with Exclusive Assignment, hereinafter the “Agreement”, is entered into between: MICHAEL P. ROSENBERGER, hereinafter “Rosenberger”, 12763 Clear Springs Drive, Jacksonville, Florida 32225; MOOSE RIVER MANAGEMENT, INC., hereinafter “Moose River”, 12763 Clear

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 12, 2013 AMERICAN RESTAURANT CONCEPTS, INC. (Exact name of registrant as specified in its charter) Florida (State or other jurisdiction of incorporation) 000-54226 (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2013 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE EXCHANGE ACT OF 1934 For the transition period from to Commission File No.

- FORM 12B-25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): oForm 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: March 31, 2013 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report on Fo

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 8, 2013 AMERICAN RESTAURANT CONCEPTS, INC. (Exact name of registrant as specified in its charter) Florida (State or other jurisdiction of incorporation) 000-54226 (Commission Fi

SETTLEMENT AND RELEASE AGREEMENT

EXHIBIT 10.1 SETTLEMENT AND RELEASE AGREEMENT THIS SETTLEMENT and RELEASE AGREEMENT (the "Agreement") is made this March 25, 2013 (the "Effective Date") by and among Bank of America, N.A., its subsidiaries, parents and affiliates (collectively, “Bank”), American Restaurant Concepts, Inc. d/b/a Dick's Wings ("Borrower"), and Michael P. Rosenberger, Rosalie Rosenberger and Hot Wings Concepts, Inc. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 30, 2012 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 000-54226 AMERICAN RESTA

RLLY / ARC Group, Inc. Common / Kasturi Seenu G. - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* American Restaurant Concepts, Inc. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 029281102 (CUSIP Number) Seenu G. Kasturi 1405 W. Pinhook Rd. Ste. 102 Lafayette, LA 70503 (877) 971-2583 (Name, Address and

Employment Agreement, dated January 22, 2013, between ARC Group, Inc. and Richard W. Akam (incorporated by reference to Exhibit 10.1 to ARC Group, Inc.’s Form 8-K filed with the SEC on January 28, 2013)

EX-10.1 2 ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement, hereinafter the “Agreement” is entered into between: AMERICAN RESTAURANT CONCEPTS, INC., a Florida Corporation, whose current mailing address, registered office and principal place of business is located at 12763 Clear Springs Drive, Jacksonville, Florida 32225, represented herein by American Restaurant

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 22, 2013 AMERICAN RESTAURANT CONCEPTS, INC. (Exact Name of Registrant as Specified in its Charter) Florida (State or Other Jurisdiction of Incorporation) 000-54226 (Commission

RLLY / ARC Group, Inc. Common / Leopold Ii William D. - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* American Restaurant Concepts, Inc. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 029281102 (CUSIP Number) William D. Leopold II 3551 East Third Road LaSalle, IL 61301 (815) 830-3940 (Name, Address and Tele

SECURITIES PURCHASE AGREEMENT

EXHIBIT 1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated November 2, 2012, is entered into by and between William D.

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2012 AMERICAN RESTAURANT CONCEPTS, INC. (Exact Name of Registrant as Specified in its Charter) Florida (State or Other Jurisdiction of Incorporation) 000-54226 (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2012 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE EXCHANGE ACT OF 1934 For the transition period from to Commission File No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 24, 2012 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE EXCHANGE ACT OF 1934 For the transition period from to Commission File No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 25, 2012 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE EXCHANGE ACT OF 1934 For the transition period from to Commission File No.

Changes in Control of Registrant - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2012 AMERICAN RESTAURANT CONCEPTS, INC. (Exact Name of Registrant as Specified in its Charter) Florida (State or Other Jurisdiction of Incorporation) 000-54226 (Commission

-

[AMERICAN RESTAURANT CONCEPTS, INC. LETTERHEAD] July 30, 2012 VIA EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attn: Craig D. Wilson Senior Assistant Chief Accountant Re: American Restaurant Concepts, Inc. Form 8-K, File No. 000-54226, Filed July 24, 2012 Dear Mr. Wilson: I am writing to you on behalf of American Restaurant Concep

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review - FORM 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 18, 2012 AMERICAN RESTAURANT CONCEPTS, INC. (Exact Name of Registrant as Specified in its Charter) Florida 000-54226 59-3649554 (State or Other Jurisdiction of Incorporation) (

SECURED PROMISSORY NOTE

EX-10.11 3 ex10-11.htm EXHIBIT 10.11 Exhibit 10.11 SECURED PROMISSORY NOTE $50,000.00 Dated: January 6, 2012 FOR VALUE RECEIVED, the undersigned, American Restaurant Concepts, Inc., a Florida corporation (“Borrower”), promises to pay to the order of The Carl Collins Trust (“Lender”), in immediately available funds at the address specified for Lender in Section 7 of this Note, or at such other loca

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) x Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the fiscal year ended: December 25, 2011 o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the transition period from to . Commission File Number: 000-54226 AMERICAN RES

EMPLOYMENT AGREEMENT

Exhibit 10.10 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this ?Agreement?) is entered into and effective as of January 1, 2012 (the ?Effective Date?), by and between American Restaurant Concepts, Inc. (?Company?), a Florida corporation, and Michael Rosenberger (the ?Executive?). BACKGROUND WHEREAS, the Company and the Executive were parties to the certain Amended and Restated Employment, Non-

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 18, 2012 AMERICAN RESTAURANT CONCEPTS, INC. (Exact Name of Registrant as Specified in its Charter) Florida (State or Other Jurisdiction of Incorporation) 000-54226 (Commission Fi

- FORM 12B-25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: March 25, 2012 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report on F

- FORM 12B-25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: December 25, 2011 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 16, 2012 AMERICAN RESTAURANT CONCEPTS, INC. (Exact Name of Registrant as Specified in its Charter) Florida 000-54226 59-3649554 (State or Other Jurisdiction of Incorporation) (C

[UNIACK & CO. LETTERHEAD]

Exhibit 16.1 [UNIACK & CO. LETTERHEAD] March 21, 2012 U.S. Securities and Exchange Commission 100 F Street, N.E. Washington DC 20549 RE: AMERICAN RESTAURANT CONCEPTS, INC. Ladies and Gentlemen: We have read Item 4.01 of American Restaurant Concepts, Inc.’s Form 8-K dated March 16, 2012, and are in agreement with the statements contained in Item 4.01 as they relate to our firm. Very truly yours, /s

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 25, 2011 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE EXCHANGE ACT OF 1934 For the transition period from to Commission File No.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2011 AMERICAN RESTAURANT CONCEPTS, INC. (Exact Name of Registrant as Specified in Charter) Florida (State or Other Jurisdiction of Incorporation) 000-54226 (Commission File

AMERICAN RESTAURANT CONCEPTS, INC. 2011 STOCK INCENTIVE PLAN

Exhibit 99.1 AMERICAN RESTAURANT CONCEPTS, INC. 2011 STOCK INCENTIVE PLAN 1. Purpose. The purpose of the 2011 Stock Incentive Plan (the ?Plan?) of American Restaurant Concepts, Inc., a Florida corporation (the ?Company?), is to promote and closely align the interests of officers, directors and employees of, and consultants to, the Company and its shareholders by providing such individuals with sto

As filed with the Securities and Exchange Commission on August 18, 2011

S-8 1 t71393s8.htm FORM S-8 As filed with the Securities and Exchange Commission on August 18, 2011 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AMERICAN RESTAURANT CONCEPTS, INC. (Exact Name of Registrant as Specified in its Charter) Florida 59-3649554 (State or Other Jurisdiction of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 26, 2011 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE EXCHANGE ACT OF 1934 For the transition period from to Commission File No.

CONVERTIBLE PROMISSORY NOTE

Exhibit 10.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

SECURITIES PURCHASE AGREEMENT

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of May 6, 2011, by and between AMERICAN RESTAURANT CONCEPTS, INC., a Florida corporation, with headquarters located at 14476 Duval Place - Suite 103, Jacksonville, FL 32218 (the ?Company?), and ASHER ENTERPRISES, INC., a Delaware corporation, with its address at 1 Linden Place, Suite 207, Grea

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 26, 2011 AMERICAN RESTAURANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 26, 2011 AMERICAN RESTAURANT CONCEPTS, INC. (Exact Name of Registrant as Specified in Charter) Florida (State or Other Jurisdiction of Incorporation) 000-54226 (Commission File N

SECURITIES AGREEMENT AND MUTUAL RELEASE

Exhibit 10.1 SECURITIES AGREEMENT AND MUTUAL RELEASE This Securities Agreement and Mutual Release (this ?Agreement?), dated July 26, 2011, is entered into by and between American Restaurant Concepts, Inc., a Florida corporation (the ?Company?), and James Robert Shaw (?Shaw?). Recitals WHEREAS, the Company has issued shares of its common stock, par value $0.001 per share (the ?Common Stock?), to Sh

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 25, 2011 AMERICAN RESTAURANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 25, 2011 AMERICAN RESTAURANT CONCEPTS, INC. (Exact Name of Registrant as Specified in Charter) Florida (State or Other Jurisdiction of Incorporation) 000-54226 (Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q/A (Amended No.1 to Form 10-Q) (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q/A (Amended No.1 to Form 10-Q) (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 27, 2011 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission f

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 27, 2011 o TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 27, 2011 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 333-161792 AMERICAN

AMERICAN RESTAURANT CONCEPTS, INC. COMMON STOCK PURCHASE WARRANT ? CLASS A

Exhibit 4.2 NEITHER THIS WARRANT CERTIFICATE NOR THE WARRANTS REPRESENTED HEREBY NOR ANY SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF SUCH WARRANTS, NOR ANY INTEREST IN OR RIGHTS UNDER SAME, HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE LAWS OF ANY STATE, AND NEITHER THIS WARRANT CERTIFICATE NOR THE WARRANTS REPRESENTED HEREBY NOR ANY SHARES OF COMMON STOCK ISSUABLE UPON THE

AMERICAN RESTAURANT CONCEPTS, INC. COMMON STOCK PURCHASE WARRANT ? CLASS B

Exhibit 4.3 NEITHER THIS WARRANT CERTIFICATE NOR THE WARRANTS REPRESENTED HEREBY NOR ANY SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF SUCH WARRANTS, NOR ANY INTEREST IN OR RIGHTS UNDER SAME, HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE LAWS OF ANY STATE, AND NEITHER THIS WARRANT CERTIFICATE NOR THE WARRANTS REPRESENTED HEREBY NOR ANY SHARES OF COMMON STOCK ISSUABLE UPON THE

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Commission File Number: 333-161792 Notification of Late Filing (Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form N-SAR For Period Ended: March 27,

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Commission File Number: 333-161792 Notification of Late Filing (Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form N-SAR For Period Ended: March 27, 2011 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] T

[LETTERHEAD] AMERICAN RESTAURANT CONCEPTS, INC 14476 Duval Place West, Suite 103 Jacksonville, FL 32218

ARCI Test S1A5 [LETTERHEAD] AMERICAN RESTAURANT CONCEPTS, INC 14476 Duval Place West, Suite 103 Jacksonville, FL 32218 May 5, 2011 Mr.

FIRST AMENDMENT TO FORBEARANCE AGREEMENT

Exhibit 10.6 FIRST AMENDMENT TO FORBEARANCE AGREEMENT This First Amendment to Forbearance Agreement ("First Amendment") is made as of February 3, 2011, by and among BANK OF AMERICA, N.A. ('Bank"), American Restaurant Concepts Inc. ("Borrower"), and Hot Wing Concepts, Inc., Michael P. Rosenberger and Rosalie Rosenberger ("Guarantor") (Borrower and Guarantor may hereinafter be referred to collective

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 26, 2010 o TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-53765 AMERICAN RESTAURANT CON

As filed with the Securities and Exchange Commission on April 15, 2011 SEC File No. 333-161792 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES

As filed with the Securities and Exchange Commission on April 15, 2011 SEC File No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

(Check One): x Form 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2010 o TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2010 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 333-161792 AMER

AMERICAN RESTAURANT CONCEPTS, INC. COMMON STOCK PURCHASE WARRANT ? CLASS B

Exhibit 4.3 NEITHER THIS WARRANT CERTIFICATE NOR THE WARRANTS REPRESENTED HEREBY NOR ANY SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF SUCH WARRANTS, NOR ANY INTEREST IN OR RIGHTS UNDER SAME, HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE LAWS OF ANY STATE, AND NEITHER THIS WARRANT CERTIFICATE NOR THE WARRANTS REPRESENTED HEREBY NOR ANY SHARES OF COMMON STOCK ISSUABLE UPON THE

AMERICAN RESTAURANT CONCEPTS, INC. 926,667 shares of common stock offered by the holders thereof

Pursuant to Rule 424(b)(3) Registration No. 333-161792 PROSPECTUS AMERICAN RESTAURANT CONCEPTS, INC. 926,667 shares of common stock offered by the holders thereof This prospectus relates to the offer and sale of 926,667 shares of our common stock offered by the holders thereof at a price of $0.25 per share until such time as our common stock is quoted on the OTC Bulletin Board or Pink Sheets and t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 AMERICAN RESTAURANT CONCEPTS, INC. (Name of sma

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 AMERICAN RESTAURANT CONCEPTS, INC. (Name of small business issuer in its charter) Florida 59-3649554 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification N

PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated November 2, 2010) AMERICAN RESTAURANT CONCEPTS, INC. 926,667 Shares of Common Stock

Pursuant to Rule 424(b)(3) Registration No. 333-161792 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated November 2, 2010) AMERICAN RESTAURANT CONCEPTS, INC. 926,667 Shares of Common Stock This Prospectus Supplement No. 1 should be read in conjunction with the prospectus dated November 2, 2010 relating to the offer and sale from time to time by the selling shareholders identified in the Prospectus

AMERICAN RESTAURANT CONCEPTS, INC. COMMON STOCK PURCHASE WARRANT ? CLASS A

Exhibit 4.2 NEITHER THIS WARRANT CERTIFICATE NOR THE WARRANTS REPRESENTED HEREBY NOR ANY SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF SUCH WARRANTS, NOR ANY INTEREST IN OR RIGHTS UNDER SAME, HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE LAWS OF ANY STATE, AND NEITHER THIS WARRANT CERTIFICATE NOR THE WARRANTS REPRESENTED HEREBY NOR ANY SHARES OF COMMON STOCK ISSUABLE UPON THE

[ARC LETTERHEAD]

[ARC LETTERHEAD] Tuesday, October 28, 2010 Mark P. Shuman U.S. Securities and Exchange Commission 100 F. Street, N.E. Washington, D.C. 20549-7010 Re: American Restaurant Concepts, Inc. (the "Company")/File No. 333-161792 Dear Mr. Shuman: I am writing on behalf of the Company regarding its Registration Statement on Form S-1, Amendment No. 6, File No. 333-161792, filed with the Securities & Exchange

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 October 20, 2010

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 October 20, 2010 Mr.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 6 FORM S-1/A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 American Restaurant Concepts, Inc. (Name of small business issuer in our charter) Florida 7221

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 6 FORM S-1/A 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 Duva

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 5 FORM S-1/A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 American Restaurant Concepts, Inc. (Name of small business issuer in our charter) Florida 7221

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 5 FORM S-1/A 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 Duva

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 September 22, 2010

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 September 22, 2010 Mr.

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 July 20, 2010

STRELZIK ARKIN LLP 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 July 20, 2010 Mr.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A 4 (Amendment No. 4) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 American Restaurant Concepts, Inc. (Name of small business issuer in our charter) Florida 7

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A 4 (Amendment No. 4) 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

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 722

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 Du

Footnotes

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