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 |
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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12763 Clear Springs Drive
Jacksonville, Florida
(Address of Principal Executive Offices)
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32225
(Zip Code)
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Registrant’s telephone number, including area code: (904) 741-5500
(Former Name or Former Address, if Changed Since Last Report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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American Restaurant Concepts, Inc. is filing this amendment to clarify that the financial statements that were restated were the audited financial statements for the fiscal year ended December 26, 2010, and to disclose the underlying reasons for the restatement of the those financial statements.
Section 4 – Matters Related to Accountants and Financial Statements
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Item 4.02
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Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
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(a) On July 18, 2012, the board of directors of American Restaurant Concepts, Inc. (the “Company”), upon the recommendation of the Company’s management, concluded that the previously issued audited financial statements for the fiscal year ended December 26, 2010 contained in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 15, 2011 should no longer be relied upon because they contain errors in the accounting treatment of salaries and wages, general and administrative expenses, interest expense and other income. The errors were the result of computational errors and the misapplication of accounting principles.
The Company plans to present the restated financial statements in its Annual Report on Form 10-K for the year ended December 25, 2011, which the Company expects to file promptly after this filing.
The board of directors has discussed the matters disclosed in this filing with M&K CPAS, PLLC, the Company’s independent registered public accounting firm.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AMERICAN RESTAURANT CONCEPTS, INC. | |||
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Dated: July 27, 2012
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By:
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/s/ Michael Rosenberger | |
| Michael Rosenberger | |||
| President and Chief Executive Officer | |||