Annual Report (10-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

R ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For fiscal year ended: December 31, 2014

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT

For the transition period from ____ to ____

Commission file number: 000-538-53

BOURBON BROTHERS HOLDING CORPORATION

(Exact name of the registrant as specified in its charter)

Colorado	80-0182193
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

2 N. Cascade Avenue, Suite 1400

Colorado Springs, CO 80903

(Address of principal executive offices)

719-265-5821

Telephone number, including

Area code

Securities registered under Section 12(b) of the Exchange Act: None

Title of Each Class		Name of Each Exchange on Which Registered
NONE		NONE

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, no par value

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act

Yes o No R

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes o No R

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes R No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes R No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

Yes ☐No R

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

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting Company ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

There were 49,174,654 shares of the issuer's common stock, no par value, outstanding as of February 28, 2015.

The aggregate market value of common stock held by non-affiliates of the Registrant as of June 30, 2014, computed by reference to the closing sales price on that date was approximately $17,038,100.

BOURBON BROTHERS HOLDING CORPORATION

FORM 10-K

FOR THE PERIOD ENDED DECEMBER 31, 2014

CONTENTS

PART I	1

Item 1. Business	1

Item 1A. Risk Factors	4

Item 2. Properties	10

Item 3. Legal Proceedings	10

Item 4. Mine Safety Disclosures	10

PART II	11

Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities	11

Item 6. Selected Financial Data	12

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	12

Item 7A. Quantitative and Qualitative Disclosures About Market Risk	17

Item 8. Financial Statements and Supplementary Data	17

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	17

Item 9A. Controls and Procedures	18

Item 9B. Other Information	19

PART III	20

Item 10. Directors, Executive Officers and Corporate Governance	20

Item 11. Executive Compensation	24

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters	28

Item 13. Certain Relationships and Related Transactions, and Director Independence	31

Item 14. Principal Accountant Fees and Services	31

Item 15. Exhibits, Financial Statement Schedules	33

Signatures	34

Cautionary Statement about Forward-Looking Statements

This Form 10-K contains forward-looking statements regarding future events and the Company’s future results that are subject to the safe harbors created under the Securities Act of 1933, as amended (the “Securities Act”) and the Securities Exchange Act of 1934 (the “Exchange Act”). These statements are based on current expectations, estimates, forecasts, and projections about the industry in which the Company operates and the beliefs and assumptions of the Company’s management. Words such as “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “continues,” “may,” variations of such words, and similar expressions are intended to identify such forward-looking statements. In addition, any statements that refer to projections of the Company’s future financial performance, the continuing development of the Company’s business plan operations, the Company’s anticipated growth and potentials in its business, the financial performance and/or gains by companies in which the Company holds a position, and other characterizations of future events or circumstances are forward-looking statements. Readers are cautioned that these forward-looking statements are only predictions and are subject to risks, uncertainties, and assumptions that are difficult to predict, including those identified elsewhere herein, including under “Risk Factors.” Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements.

The Company is under no duty to update any of these forward-looking statements after the date of this report. You should not place undue reliance on these forward-looking statements.

PART I

Item 1. BUSINESS.

General Discussion

Bourbon Brothers Holding Corporation (“BBHC” or the “Company”) is a Colorado corporation that was formed on January 29, 2008. The Company, on January 22, 2014, with approval of a majority of the Company’s shareholders, changed its name from Smokin Concepts Development Corporation to Bourbon Brothers Holding Corporation.

The Company’s wholly-owned subsidiary, SH Franchisee & Licensing Corp. f/k/a Southern Hospitality Franchisee Holding Corporation (“SH”) entered into a franchise agreement and area development agreement with SH Franchising & Licensing LLC, dba Southern Hospitality BBQ (the “Franchisor”) in November 2011. In May 2012, SH formed Southern Hospitality Denver Holdings, LLC (“SHDH”), a wholly-owned subsidiary, and Southern Hospitality Denver, LLC (“SHD”). In July of 2014, Southern Hospitality Lone Tree, LLC f/k/a as 53 Peaks Lonetree, LLC (“SHLT”) was formed, a wholly-owned subsidiary of the Company. SHD was formed for the purpose of owning and operating the Company’s first franchised restaurant in Denver, Colorado. As of December 31, 2013, SHD is 51% owned by SHDH and 49% owned by non-controlling interest holder, Southern Hospitality Denver Investments, LLC, a related party. On September 23, 2013, the Company amended the Franchise Agreement (“FA”) with the Franchisor. The amendment to the FA resulted in a substantial reduction in the royalty fees for the Company’s Denver restaurant to be paid to the Franchisor beginning January 1, 2014. The Company, at the same time, terminated the Area Developer Agreement (“ADA”) with the Franchisor for the exclusive rights for the first 10 cities identified in the ADA, subject to customary conditions and exceptions, and for the ownership and operation of up to 30 Southern Hospitality restaurants in the United States. Any new potential locations will be reviewed with the Franchisor on a case by case basis. On December 30, 2014, SHD entered into a Fifth Amendment to its FA with the Franchisor in connection with the opening of a new Southern Hospitality restaurant in Lone Tree, Colorado, SHLT. Under the FA, SHD partially assigned its rights to SHLT to use the Franchisor’s marks, business methods, proprietary products, confidential information and intellectual property to operate a Southern Hospitality restaurant. In addition, pursuant to the FA, the Franchisor waived certain initial fees in connection with SHLT opening a restaurant in Lone Tree, Colorado.

On November 13, 2012, the Company, f/k/a Art Dimensions, Inc. (“ADI”), entered into an Agreement and Plan of Merger and Reorganization with SH whereby the Company acquired SH in a reverse triangular merger (the “SH Acquisition”). On November 13, 2012, the parties closed the SH Acquisition, and a Statement of Merger was filed and effective with the Colorado Secretary of State on that day. Upon closing the SH Acquisition, the Company issued a total number of common shares to the SH shareholders in exchange for all of their ownership interests in SH such that they owned approximately 89% of the Company on the date of the SH Acquisition. The shareholders of the Company prior to the SH Acquisition owned approximately 11% of the Company after the closing of the SH Acquisition. On November 13, 2012, the Company and SH closed the SH Acquisition, and the Company’s wholly owned subsidiary, ADI Merger Corp., was merged with and into SH. An aggregate of 5,259,029 Company shares were issued in the SH Acquisition. The number of ADI common shares received by SH’s shareholder depended on the number of shares each held and that were outstanding at the closing of the SH Acquisition. Additionally, upon the effective date of the SH Acquisition all outstanding SH warrants, options and outstanding promissory notes were exchanged for options, warrants and promissory notes to acquire ADI common stock on equivalent terms. Pursuant to the SH Acquisition, on November 13, 2012, the Company changed its name from Art Dimensions, Inc. to Southern Hospitality Development Corporation. The Registrant was a public shell company (as defined in Rule 12b-2 of the Exchange Act) at the date of the SH Acquisition. Therefore, the SH Acquisition was accounted for as a reverse acquisition and recapitalization.

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

On November 8, 2013, the Company and BBHCLLC amended the Acquisition Agreement by entering into a First Amendment to Acquisition Agreement. On January 22, 2014, the parties entered into a Second Amendment to Acquisition Agreement, identifying the final common share conversion ratio of 1.82427. The Second Amendment identified the number of shares to be issued in the BB Transaction as 20,274,201 shares of common stock to BBHCLLC Class B Non-Voting members and 18,242,687 shares of Series A Convertible Preferred Stock to BBHCLLC Class A Voting members. These shares were issued at the closing of the BB Transaction. All outstanding options and warrants to acquire BBHCLLC units were assumed by the Company, applying the conversion ratio to the number of units and strike price.

The Company operates and manages all aspects of Southern Hospitality branded restaurants and property in the state of Colorado. At this time, the Company oversees the operations of SHD and will soon introduce another full service location in Lone Tree, Colorado as SHLT. The Company also operates and manages its first unit of Southern Hospitality Southern Kitchen in Colorado Springs, Colorado, which is in the process of being re-branded from Bourbon Brothers Southern Kitchen to Southern Hospitality Southern Kitchen, which is to be finalized in the second quarter of 2015. Additionally, the Company has begun to develop a fast casual Southern Hospitality-branded restaurant concept which the Company plans to open one to two units during 2015.

The Company entered into a Master License Agreement (“MLA”) with SH Franchising and Licensing, LLC (SHFL) on February 8, 2015. The MLA grants the Company the right to license up to five Southern Hospitality-branded fast casual restaurants (SHQ) in the Denver and Colorado Springs markets over the next 18 months. The Company has agreed to a royalty of two and one half percent (2.5%) of gross sales on each of the new SHQ locations. The agreement pertains exclusively to Company’s right to develop SHQ and does not restrict the Company from developing a similar, competitive brand in the future. Finally, in developing the SHQ concept, the Company will retain joint ownership in the System, which pertains to the functionality of the restaurant.

The Company executed a sixth amendment to the Master Franchise Agreement on February 12, 2015. The Master Franchise Agreement was originally signed November 4, 2011 by Southern Hospitality Franchise and Licensing, LLC (“SHFL”), the franchisor and licensor of the Southern Hospitality brand, and the Company, granting the Company the right to franchise full service Southern Hospitality restaurants in selected markets around the country. The sixth amendment specifically grants the Company the right to develop two new full service Southern Hospitality restaurants during 2015, the locations of which were named in the document to be Lone Tree, Colorado and downtown Colorado Springs, Colorado. Additionally, the sixth amendment grants the Company the right to rebrand its Bourbon Brothers Southern Kitchen restaurant in northern Colorado Springs into a Southern Hospitality-branded full service franchised restaurant operating under the trade name Southern Hospitality Southern Kitchen, a differentiated and slightly more upscale concept to that of the original concept.

Competition

We have a limited operating history, and therefore, anticipate that we will compete with national and regional casual and upscale casual dining restaurants. Our competition may also include a variety of locally owned restaurants and several major store chains. The number, size and strength of competitors vary by region, market and even restaurant. Competitors to our restaurants compete based on a number of factors, including taste, quality, speed of service, price and value, name recognition, location, customer service and the ambience and condition of the competitor.

Restaurant Site Selection

We believe that site selection is critical to our success and thus we devote substantial effort to evaluating potential locations. Our site selection process includes the use of external real estate brokers with expertise in specific markets. Locations proposed by real estate managers are reviewed on site by an executive of the Company. We study the surrounding trade area, demographic and business information within that area, and available information on competitors.

Employees

As of December 31, 2014, the Company had 118 employees, of which 19 are full-time employees.

Additional Information

The Company files reports with the Securities and Exchange Commission (the “SEC”) as required by Section 13(a) of the Exchange Act. The public may read and copy materials filed by the Company with the SEC at the SEC’s public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov.

Item 1A.RISK FACTORS

Our future performance is subject to a variety of risks and uncertainties. Although the risks described below are the risks that we believe are material, there may also be risks of which we are currently unaware, or that we currently regard as immaterial based upon the information available to us that later may prove to be material. The Company’s securities are highly speculative and involve a high degree of risk, including among other items the risk factors described below.

RISKS RELATED TO OUR BUSINESS

General Company Risks

The Company has a limited operating history. The Company did not begin active business operations until late February 2013. Therefore the Company is subject to many risks common to enterprises with limited or no operating history, including potential under-capitalization, limitations with respect to personnel, financial and other resources, and limited customers and revenue sources. Our ability to successfully generate sufficient revenues from operations is dependent on a number of factors, including availability of funds to fund our current and anticipated operations, and to commercialize our business concept. There can be no assurance that we will not encounter setbacks with the on-going development and implementation of our business plan. In addition, our assumptions and projections may not prove to be accurate, and unexpected capital needs may arise. If such needs arise our inability to raise additional funds, either through equity or debt financing, will materially impair our ability to implement our business plan and generate revenues. Further, as a result of a general tightening of lending standards, and a general decrease in equity financing and similar type transactions it could be difficult for us to obtain funding to allow us to continue to develop our business operations.

We likely will need additional capital in the future and it may not be available on acceptable terms. The development of our business model will likely require significant additional capital in the future to, among other things, fund our operations and growth strategy. We may rely on bank financing and also may seek access to the debt and/or equity capital markets. There can be no assurance, however, that these sources of financing will be available on reasonable terms, or at all. Our ability to obtain additional financing will be subject to a number of factors, including market/economic conditions, our operating performance, and investor sentiment. These factors may make the timing, amount, terms and conditions of additional financings unattractive to us. If we are unable to raise additional capital, our growth could be significantly impeded and/or we may be unable to execute upon our business model.

New or less mature restaurants, once opened, may vary in profitability and levels of operating revenue for six months or more and may under perform compared to existing or established restaurants. New and less mature restaurants typically experience higher operating costs in both dollars and percentage of revenue initially when compared to restaurants in the comparable restaurant base. Further, restaurants located in one city or location may not perform as well as restaurants in another city or location. We expect that our restaurants may take up to one or more years to reach normalized operating levels due to inefficiencies typically associated with new restaurants. These include operating costs, which are often significantly greater during the first year or two of operation.

The restaurant industry is highly competitive and subject to changes in consumer preferences. The Company’s business is to own and operate southern-food themed restaurants in several cities in the United States. Competition in the restaurant industry is increasingly intense. Our competitors include a large and diverse group of restaurant chains and individual restaurants that range from independent local operators that have opened restaurants to well-capitalized national restaurant companies. Many of our competitors are well established and some of our competitors have substantially greater financial, marketing, and other resources than do we. Accordingly, they may be better equipped than us to increase marketing or to take other measures to maintain their competitive position.

Moreover, the bar and restaurant industry is characterized by the continual introduction of new concepts and is subject to rapidly changing consumer preferences, tastes and habits. Our success depends on the popularity of Southern U.S. based foods and drinks, and shifts in consumer preferences away from this cuisine and style would likely have a material adverse effect on our future profitability.

Our operating results will likely experience significant fluctuations. Our operating results may fluctuate significantly due to various risks and unexpected circumstances, increases in costs, seasonality, weather, and other factors outside our control. The restaurant and bar business is subject to a number of significant risks such as: general economic conditions; extended periods of inclement weather which may affect guest visits as well as limit the availability of key commodities and items that are important ingredients in our products; increases in energy costs, costs of food, supplies, maintenance, labor and benefits, as well as other operating costs; and unanticipated expenses such as repairs to damaged or lost property. Moreover, our business may be subject to seasonal fluctuations. Accordingly, our results of operations from any given period may not necessarily be indicative of results to be expected for any particular future period.

Our expansion into new markets may present increased risks due to our unfamiliarity with those areas. Our expansion strategy also entails opening restaurants in markets in which we have little or no operating experience. These new markets may have different competitive conditions, consumer tastes and discretionary spending patterns. In addition, our new restaurants will typically take several months to reach budgeted operating levels due to problems associated with new restaurants, including lack of market awareness, inability to hire sufficient staff and other factors. Restaurants opened in new markets may never reach expected sales and profit levels, thereby affecting our overall profitability. Although we have attempted to mitigate these factors by paying careful attention to training and staffing needs, there can be no assurance that we will be successful in operating new restaurants on a profitable basis.

Our ability to open new restaurants on schedule in accordance with our targeted capacity growth rate may be adversely affected by delays or problems associated with securing suitable restaurant locations and leases and by other factors, some of which are beyond our control and the timing of which is difficult to forecast accurately. Our objective is to grow our business and increase shareholder value primarily by (i) establishing and then expanding our base of restaurants that are profitable; and (ii) once established, increasing sales at existing restaurants. Due in part to the unique nature of each proposed restaurant location, we cannot predict the timing or ultimate success of our site selection process or these lease negotiations. Delays encountered in negotiating, or our inability to finalize to our satisfaction, the terms of a restaurant lease may delay our actual rate of new restaurant growth and cause a significant variance from our targeted capacity growth rate. In addition, our scheduled rate of new restaurant openings may be adversely affected by other factors, some of which are beyond our control, including the following:

	•		the availability and cost of suitable restaurant locations for development;
	•		our ability to compete successfully for suitable restaurant locations;
	•		the availability of adequate financing;
	•		the timing of delivery of leased premises from our landlords so we can commence our build-out construction activities;
	•		construction and development costs;
	•		labor shortages or disputes experienced by our landlords or outside contractors, including their ability to manage union activities such as picketing or hand billing which could delay construction and which could create adverse publicity for our business and operations;
	•		any unforeseen engineering or environmental problems with the leased premises;
	•		our ability to hire, train and retain additional management and restaurant personnel;
	•		our ability to secure governmental approvals and permits, including liquor licenses;
	•		our ability to successfully promote our new restaurants and compete in the markets in which our new restaurants are located;
	•		weather conditions or natural disasters; and,
	•		general economic conditions.

As a franchisee and licensee we have obligations to our Franchisor. We are obligated to pay the Franchisor royalties on gross sales from all Southern Hospitality restaurants, including those under the Master License Agreement that we entered into with the Franchisor. These fees will require that the Company devote a substantial amount of its financial resources to paying such fees, which could negatively affect the Company’s results of operations and liquidity.

Our success depends on our ability to protect intellectual property used in our business operations. We rely on trade secrets and proprietary know-how in operating our restaurants, and we expect to employ various methods to protect those trade secrets and that proprietary know-how. However, such methods may not afford adequate protection and others could independently develop similar know-how or obtain access to our know-how, concepts and recipes. We cannot offer any assurance that third parties will not claim that the trademarks or menu offerings we utilize infringe upon their proprietary rights. Any such claim, whether or not it has merit, could be time-consuming, result in costly litigation, cause delays in introducing new menu items in the future or require us to enter into royalty or licensing agreements. As a result, any such claim could have a material adverse effect on our business, results of operations, financial condition or liquidity.

If we fail to manage our growth effectively, it could harm our business. Failure to manage our growth effectively could harm our business. Our business model anticipates that we will open multiple restaurants in various cities across the United States. Our restaurant management systems, financial and management controls and information systems may not be adequate to support our planned expansion. Our ability to manage our growth effectively will require us to develop and enhance these systems, procedures and controls and to locate, hire, train and retain management and operating personnel. We cannot offer any assure that we will be able to respond on a timely basis to all of the changing demands that our planned expansion will impose on management and on our infrastructure. If we are unable to manage our growth effectively, our business and operating results could be materially adversely impacted.

Our operations will be susceptible to the changes in cost and availability of food which could adversely affect our operating results. Our profitability will depend in part on our ability to anticipate and react to changes in food costs. Various factors beyond our control, including adverse weather conditions, governmental regulation, production, availability, recalls of food products, and seasonality, as well as the impact of the current macroeconomic environment on our suppliers, may affect our food costs or cause a disruption in our supply chain. Changes in the price or availability of commodities for which we do not have fixed price contracts could materially adversely affect our profitability. Expiring contracts with our food suppliers could also result in unfavorable renewal terms and therefore increase costs associated with these suppliers or may even necessitate negotiations with alternate suppliers. We cannot predict whether we will be able to anticipate and react to changing food costs by negotiating more favorable contract terms with suppliers or by adjusting our purchasing practices and menu prices, and a failure to do so could adversely affect our operating results. In addition, the ability of our suppliers to meet our supply requirements upon favorable terms, if at all, may be impacted by the economic recovery.

The restaurant business is subject to a significant amount of regulation and licensing requirements. Our proposed business is subject to various federal, state, and local government regulations, including those relating to the food safety and disclosure, alcoholic beverage sale and control, public accommodations, and public health and safety. These regulations are subject to continual changes and updating. Difficulties or failures in obtaining or maintaining the required licenses and approvals or maintaining compliance with existing or newly enacted requirements could delay the opening or affect the continued operation and profitability of one or more restaurants in a particular area.

We are also subject to "dram shop" statutes in certain states, such as Colorado. These statutes generally allow a person injured by an intoxicated person to recover damages from an establishment that wrongfully served alcoholic beverages to the intoxicated person. Failure to comply with alcoholic beverage control or dram shop regulations could subject the Company to liability and could adversely affect our business.

Various federal and state employment laws will govern our relationship with our team members and affect operating costs. These laws govern minimum wage requirements, overtime pay, meal and rest breaks, unemployment tax rates, workers' compensation rates, citizenship or residency requirements, labor relations, child labor regulations, and discriminatory conduct. Additional government-imposed increases in federal and state minimum wages, overtime pay, paid leaves of absence, and mandated health benefits, increased tax reporting and tax payment requirements for team members who receive tips or a reduction in the number of states that allow tips to be credited toward minimum wage requirements could harm our operating results.

The food service industry is affected by litigation and publicity concerning food quality, health and other issues, which can cause guests to avoid our restaurants and result in significant liabilities or litigation costs. Food service businesses can be adversely affected by litigation and complaints from guests, consumer groups or government authorities resulting from food quality, illness, injury or other health concerns or operating issues stemming from one restaurant or a limited number of restaurants. Adverse publicity about these allegations may negatively affect us, regardless of whether the allegations are true, by discouraging guests from eating at our restaurants. We could also incur significant liabilities if a lawsuit or claim results in a decision against us or litigation costs regardless of the result.

Health concerns relating to the consumption of certain food products could affect consumer preferences and could negatively impact our results of operations. Like other restaurants, consumer preferences could be affected by health concerns about the consumption of certain food products (such as beef or chicken), or negative publicity concerning food quality, illness and injury in general. In recent years there has been negative publicity concerning e-coli, hepatitis A, "mad cow," "foot-and-mouth" disease and "bird flu." The restaurant industry has also been subject to a growing number of claims that the menus and actions of restaurant chains have led to the obesity of certain of their guests, resulting in legislation in some jurisdictions which require nutritional information to be disclosed to guests. Nutritional labeling could be enacted in many additional states, counties or cities as well as on a federal level. Nutritional labeling requirements and negative publicity concerning any of the food products we serve may adversely affect demand for our food and could result in a decrease in guest traffic to our restaurants. If we react to the labeling requirements or negative publicity by changing our concept or our menu offerings or their ingredients, we may lose guests who do not prefer the new concept or products, and we may not be able to attract sufficient new guests to produce the revenue needed to make our restaurants profitable. In addition, we may have different or additional competitors for our intended guests as a result of a change in our concept and may not be able to compete successfully against those competitors. A decrease in guest traffic to our restaurants as a result of these health concerns or negative publicity or as a result of a change in our menu or concept could materially harm our business.

Uncertainty regarding the economic recovery may negatively affect consumer spending and has adversely impacted our revenues and our results of operations and may continue to do so in the future. Current uncertainty regarding economic conditions and the existence and rate of any economic recovery may have an adverse effect on the businesses, results of operations and financial condition of the Company and its customers, distributors and suppliers. These conditions include continued unemployment, weakness and lack of consistent improvement in the housing markets; downtrend or delays in residential or commercial real estate development; volatility in financial markets; inflationary pressures and reduced consumer confidence. As a result, our customers may continue to remain apprehensive about the economy and maintain or further reduce their already lowered level of discretionary spending. This could impact the frequency with which our customers choose to dine out or the amount they spend on meals while dining out, thereby decreasing our revenues and potentially negatively affecting our operating results. We believe there is a risk that prolonged negative economic conditions might cause consumers to make long-lasting changes to their discretionary spending behavior, including dining out less frequently on a more permanent basis, which would have an adverse effect on our business.

We expect to rely heavily on information technology, and any material failure, weakness or interruption could prevent us from effectively operating our business. The restaurant industry relies heavily on information systems, including point-of-sale processing in restaurants, payment of obligations, collection of cash, credit and debit card transactions and other processes and procedures. Our ability to efficiently and effectively manage our business will in part depend on the reliability and capacity of these systems. The failure of these systems to operate effectively, maintenance problems, upgrading or transitioning to new platforms could result in delays in guest service and reduce efficiency in our operations. Remediation of such problems could result in significant, unplanned capital investments.

We identified material weaknesses in our disclosure controls and procedures and our Internal Controls Over Financial Reporting. Section 404 of the Sarbanes-Oxley Act of 2002 requires management to assess our internal controls over financial reporting (“ICFR”) pursuant to a defined framework. In making that assessment, management identified a material weakness in our disclosure controls as a result of several material weaknesses identified in our ICFR as described in Item 9A below. There are inherent limitations in the effectiveness of any system of internal control, and accordingly, even effective ICFR can provide only reasonable assurance with respect of financial statement preparation and may not prevent or detect misstatements. Material weaknesses make it more likely that a material misstatement of annual or interim financial statements will not be prevented or detected. In addition, effective ICFR at any point in time may become ineffective in future periods because of changes in conditions or due to deterioration in the degree of compliance with our established policies and procedures.

We have signed leases under long-term non-cancelable terms for which we may remain obligated to perform under even after a restaurant closes, and we may be unable to renew leases at the end of their terms. Our current SHD lease for our first Denver restaurant is a non-cancelable ten-year lease with an option to renew for two five year terms. Our current Colorado Springs lease is a non-cancelable ten-year lease with an option to renew for a ten-year term. Our current Lone Tree lease is a non-cancelable ten-year lease with an option to renew for two five-year terms. If we were to close or fail to open a restaurant at a location we lease, we would generally remain committed to perform our obligations under the applicable lease, which could include, among other things, payment of the base rent for the balance of the lease term. Our obligation to continue making rental payments and fulfilling other lease obligations in respect of leases for closed or unopened restaurants could have a material adverse effect on our business and results of operations. Alternatively, at the end of the lease term and any renewal period for a restaurant, we may be unable to renew the lease without substantial additional cost, if at all. If we cannot renew such a lease we may be forced to close or relocate a restaurant, which could subject us to construction and other costs and risks.

The Company is significantly leveraged and has significant debt service requirements. The Company has a significant amount of indebtedness which could limit the Company’s ability to incur additional indebtedness for capital raising purposes, securing a line of credit, or otherwise. The Company’s indebtedness could adversely affect the Company’s operations, including among other things its ability to obtain additional financing if necessary, and a significant portion of the Company’s cash flow from operations could be dedicated to the repayment of interest and principal on the debts which would reduce the amount of funds available for other corporate purposes. The Company’s ability to meet its debt service obligations and reduce its indebtedness will be dependent upon the Company’s future performance, which will be subject to the success of its business strategy, general economic conditions, and other factors affecting the Company’s operations, many of which are beyond the Company’s control.

The Company is not required to establish a sinking fund (or any similar type of segregated accounts) for the repayment of its debt. There can be no assurance that the Company’s business operations will generate sufficient cash flow from operations to meet its debt service requirements and the potential payment of principal in cash when due, and if the Company is unable to do so, it may be required to liquidate assets, to refinance all or a portion of the indebtedness or seek to obtain additional financing.

RISKS RELATED TO OUR SECURITIES

The Company does not intend to declare any dividends in the foreseeable future. The Company intends to retain any of its profits to fund the Company’s business operations. Investors who require income from dividends should not purchase our common stock.

As our stock is not listed on a national securities exchange, trading in our shares will be subject to rules governing "penny stocks," which will impair trading activity in our shares. Our stock is not on a national securities exchange. Therefore, our stock is subject to rules adopted by the SEC regulating broker dealer practices in connection with transactions in "penny stocks." Those disclosure rules applicable to "penny stocks" require a broker dealer, prior to a transaction in a "penny stock" not otherwise exempt from the rules, to deliver a standardized list disclosure document prepared by the SEC. That disclosure document advises an investor that investment in "penny stocks" can be very risky and that the investor's salesperson or broker is not an impartial advisor but rather paid to sell the shares. The disclosure contains further warnings for the investor to exercise caution in connection with an investment in "penny stocks," to independently investigate the security, as well as the salesperson with whom the investor is working and to understand the risky nature of an investment in this security. The broker dealer must also provide the customer with certain other information and must make a special written determination that the "penny stock" is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. Further, the rules require that, following the proposed transaction, the broker provide the customer with monthly account statements containing market information about the prices of the securities.

These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for our common stock. Many brokers may be unwilling to engage in transactions in our common stock because of the added disclosure requirements, thereby making it more difficult for shareholders to dispose of their shares. You will also find it difficult to obtain accurate information about, and/or quotations as to the price of, our common stock. In general, buying low-priced penny stocks is very risky and speculative. The Company’s common stock is currently defined as a penny stock under the Securities and Exchange Act of 1934, and rules thereunder. You may not be able to sell your shares when you want to do so, if at all. The penny stock rules may affect the ability of broker-dealers to make a market in or trade our common stock and may also affect your ability to resell any shares you may purchase in the public markets.

The over-the-counter market for stock such as ours is subject to extreme price and volume fluctuations. You may not be able to resell your shares at or above the public sale price. The securities of companies such as ours have historically experienced extreme price and volume fluctuations during certain periods. These broad market fluctuations and other factors, such as new product developments and trends in the our industry and in the investment markets generally, as well as economic conditions and quarterly variations in our operational results, may have a negative effect on the market price of our common stock.

As a company with a class of securities registered pursuant to the Exchange Act the Company has significant obligations under the Exchange Act. Having a class of securities registered under the Exchange Act is a time consuming and expensive process and subjects the Company to increased regulatory scrutiny and extensive and complex regulation. Complying with these regulations is expensive and requires a significant amount of management’s time. For example, public companies are obligated to institute and maintain financial accounting controls and for the accuracy and completeness of their books and records. These requirements could necessitate additional corporate spending on procedures and personnel requiring us to reallocate funds from other business objectives.

We are a holding company and depend on the cash flow of our subsidiaries. We are a holding company with no material assets other than the equity interests of our subsidiaries. Our subsidiaries conduct substantially all of our operations and own substantially all of our assets. Consequently, our cash flow and our ability to meet our obligations depends upon the cash flow of our subsidiaries and the payment of funds by our subsidiaries directly or indirectly to us in the form of dividends, distributions and other payments. Any inability on the part of our subsidiaries to make payments to us could have a material adverse effect on our business, financial condition and results of operations.

There may be future sales or other dilution of our equity which may adversely affect the market price of our common stock. We are not restricted from issuing additional common stock or preferred stock, including any securities that are convertible into or exchangeable for, or that represent the right to receive, common stock or preferred stock or any substantially similar securities. Our Board of Directors is authorized to issue additional shares of common stock and additional classes or series of preferred stock without any action on the part of the stockholders. Our Board of Directors also has the discretion, without stockholder approval, to set the terms of any such classes or series of preferred stock that may be issued, including voting rights, rights and preferences with respect to dividends or upon the liquidation, or winding up of our business and other terms. Currently, our Series A Preferred shareholders hold a substantial block of voting power. If we issue additional preferred shares in the future that have a preference over our common stock with respect to the payment of dividends or upon liquidation, dissolution or winding up, or if we issue additional preferred shares with voting rights that dilute the voting power of our common stock, the rights of our common stockholders or the market price of our common stock could be adversely affected.

Item 2. PROPERTIES

The Company’s principal executive office, for all operations, is located at 2 North Cascade Avenue, Suite 1400, Colorado Springs, CO 80903. The Company does not own any real property. The following table provides certain information regarding our businesses leased as of December 31, 2014:

			Operating
	Principal	Lease	Square
Location	Uses	Commenced	Feet		Interest
Denver, Colorado	Restaurant	2012		7,464	Leased (a)
Colorado Springs, Colorado	Corporate Office	2013		4,450	Leased (b)
Colorado Springs, Colorado	Restaurant	2013		9,191	Leased (c)
Lone Tree, Colorado	Restaurant	2014		5,513	Leased (d)

(a) (b)	Occupied under the terms of a 124.5 month lease with an unaffiliated party. We pay $15,550 per month escalating up to $20,289 per month in year 10. Occupied under the terms of a 78 month lease with an unaffiliated party. We pay approximately $5,800 per month escalating up to $6,000 per month in year 6.
(c)	Occupied under the terms of a 120 month lease with a related party. We pay $33,424 per month escalating by approximately 10% every 60 months.
(d)	Occupied under the terms of a 120 month lease with an unaffiliated party. We pay approximately $8,960 per month escalating up to $9,855 in year 10.

Item 3. LEGAL PROCEEDINGS

None.

Item 4. MINE SAFETY DISCLOSURES

None.

PART II

Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock is currently quoted on the OTCQB under the symbol “RIBS”. The table below sets forth the high and low bid prices of the Company’s common stock during the periods indicated as reported on Yahoo Finance (http://finance.yahoo.com). The quotations reflect inter-dealer prices without retail mark-up, mark-down or commission and may not reflect actual transactions.

Quarter Ended	High		Low
December 31, 2014	$	0.81	$	0.15
September 30, 2014		0.67		0.30
June 30, 2014		0.97		0.31
March 31, 2014		1.01		0.34
December 31, 2013	$	1.30	$	0.30
September 30, 2013		1.50		1.05
June 30, 2013		2.85		0.51
March 31, 2013		3.00		1.92

The closing sales price of the Company’s common stock as reported on February 25, 2015, was $0.31 per share, which was last reported trade of the Company’s common stock on the OTCQB.

Holders

As of December 31, 2014, there were 255 holders of record of the Company’s common stock and 6 holders of record of our Series A preferred stock. This does not include persons who hold our common stock in brokerage accounts and otherwise in “street name.”

Dividends

Since its inception, the Company has not declared or paid cash or other dividends on its common stock. The Company has no plans to pay any dividends, although it may do so if its’ financial position changes. There are no restrictions in the Registrant’s articles of incorporation or bylaws that restrict it from declaring dividends.

Equity Compensation Plan Information

The Company has adopted one equity compensation plan being its 2012 Stock Option Plan (the “Plan”). The Company’s shareholders approved the adoption of the Plan on November 14, 2012. A total of 1,500,000 shares of Company common stock were reserved for issuance under the Plan as of December 31, 2013. That amount was increased to 3,000,000 on January 22, 2014, with approval of the Company’s shareholders.

Under the Plan, the Company may grant stock options, restricted and other equity awards to any employee, consultant, independent contractor, director or officer of the Company. The purpose of the Plan is to provide financial incentives for selected employees, advisors, consultants and directors of the Company, thereby promoting the long-term growth and financial success of the Company.

The following table gives information about the Company’s common stock that may be issued upon the exercise of options, warrants and rights under the Company’s compensation plans as of December 31, 2014.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance

Equity compensation plans approved by security holders		2,637,039		$0.29		362,961

Recent Sales of Unregistered Securities

All sales of unregistered equity securities that occurred during the period covered by this report, and through February 28, 2015, have been previously reported as required in a Quarterly Report on Form 10-Q or a Current Report on Form 8-K.

As of February 28, 2015, the Company sold 91,291 shares of its common stock at $0.30 for total gross proceeds of $27,387 and 300,000 shares of its common stock at $0.20 per share for total gross proceeds of $60,000. The Company relied on the exemptions from registration under Section 4(a)(2) of the Securities Act of 1933, as amended and Rule 506(b) promulgated thereunder. No commission or other remuneration were paid on the sales.

Repurchases of Equity Securities

The Company did not repurchase any shares of the Company’s common stock during the year ended December 31, 2014.

Item 6. SELECTED FINANCIAL DATA

Not applicable.

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

In this Management’s Discussion and Analysis, we provide a historical and prospective narrative of our general financial condition, results of operations, liquidity and certain other factors that may affect our future results, including:

·	Key events and recent developments within our Company;

·	Our results of operations for the years ended 2014 and 2013;

·	Our liquidity and capital resources;

·	Any off balance sheet arrangements we utilize;

·	Any contractual obligations to which we are committed;

·	Our critical accounting estimates;

·	The inflation and seasonality of our business; and

·	New accounting standards that affect our company.

The review of Management’s Discussion and Analysis should be made in conjunction with our consolidated financial statements, related notes and other financial information included elsewhere in this annual report.

Results of Operations – Years ended December 31, 2014 and 2013

Revenues

The Company opened its first restaurant in Denver, Colorado on February 21, 2013 (the “SHD” restaurant. The Company’s second restaurant opened in Colorado Springs, CO on January 27, 2014 (the “SHSK” restaurant). The Company recognized $5,144,500 and $2,099,000 in revenues from January 1, 2014 through December 31, 2014 and February 21, 2013 through December 31, 2013, respectively. The primary increase in 2014 over 2013 was due to the additional store opening in 2014.

Operating Expenses

For the years ended December 31, 2014 and 2013, the Company’s operating expenses were $8,776,000 and $4,465,000, respectively. The operating expenses in 2014 included organization and merger costs of BBHC and its subsidiaries and opening the SHSK restaurant. The operating expenses in 2013 were primarily for operating the SHD restaurant. The largest expense in 2014 and 2013 was the restaurant operating costs totaling approximately $5,490,000 and $2,321,800, respectively. The Company’s next largest operating expenses during its 2014 and 2013 fiscal years were its general and administrative expenses totaling approximately $2,405,000 and $1,214,000, respectively. These expenses primarily included recurring corporate costs (such as payroll and related expenses), costs incurred related to the initiation and organization of the corporate business component. General and administrative and selling and marketing expenses for the years ended December 31, 2014 and 2013 also included approximately $574,900 and $461,740 of (non-cash) stock-based compensation. Additionally, the Company incurred approximately $444,400 and $19,000 in selling and marketing expenses during the years ended December 31, 2014 and 2013, respectively. The Company expects to incur general and administrative expenses going forward as it grows its operations. The Company anticipates that the net loss may continue in the foreseeable future due to the overall expansion of the Company and its subsidiaries.

Other Income (Expense)

For the years ended December 31, 2014and 2013, the Company recognized other expense of approximately $137,400 and $515,700, of which all was attributable to interest expense. The decrease in 2014 over 2013 was primarily due to the additional expense incurred in 2013 as a result of promissory notes being converted to common stock in 2013 resulting in additional accretion of interests relating to beneficial conversion feature.

Liquidity and Capital Resources

As of December 31, 2014, the Company had working capital of approximately $525,000 and had $1,182,100 of cash, which represents a $1,168,500 increase in cash from December 31, 2013. The Company’s total assets and current assets also increased as of December 31, 2014, when compared to December 31, 2013 primarily due to the increase in prepaid expenses, property and equipment, and cash. As noted above, the Company had a net loss during the years ended December 31, 2014 and 2013. Further, as of December 31, 2014, the Company had an accumulated deficit of approximately $8,692,000. Although the Company believes its revenues will increase in 2015, for at least the near term, the Company expects to continue to in part rely on outside sources of capital to fund its current and planned operations.

The Company may continue to seek additional capital to help fund its operations in the near term. However, there can be no assurance that additional financing will be available to the Company on reasonable terms, if at all. The Company’s ability to continue to pursue its plan of operations is dependent upon its ability to increase revenues and/or raise the capital necessary to meet its financial requirements on a continuing basis.

The Company believes that the proceeds from the issuance of its equity securities and notes, coupled with its cash on hand and projected revenues, will be sufficient to cover its costs and expenses through 2015. However, estimates for expenses may change, in which case the Company’s capital would not be sufficient for this time period. As noted above, the Company may need to raise additional capital to fund its projected business expenditures and operations. There can be no assurance that additional financing will be available to the Company on reasonable terms, if at all.

The Company will continue to seek additional capital to help fund its operations in the near term. However, there can be no assurance that additional financing will be available to the Company on reasonable terms, if at all. As a result of the Company’s losses from operations and limited capital resources, the Company’s independent registered public accounting firm’s report in the Company’s financial statements as of, and for the year ended, December 31, 2014, includes an explanatory paragraph discussing that these conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue to pursue its plan of operations is dependent upon its ability to increase revenues and/or raise the capital necessary to meet its financial requirements on a continuing basis.

Current Liabilities

The Company’s current liability for convertible and other notes payable and accrued interest as of December 31, 2014 and 2013, is $465,900 and $476,500. Accounts payable as of December 31, 2014, is $91,800 compared to $81,000 as of December 31, 2013. Accrued expenses as of December 31, 2014, were $229,500 compared to $78,600 as of December 31, 2013. The increase in accrued expenses and accounts payable is due to operating an additional restaurant location in 2014 over 2013.

Operating Activities

Net cash used in operating activities was approximately $2,355,100 in 2014, as compared to net cash used in operating activities of approximately $1,689,300 in 2013. The increase in net cash used in operating activities in 2014 (compared to 2013) was primarily due to the increase in net loss for the 2014 period, as compared to the 2013 period.

Investing Activities

Net cash provided by investing activities in 2014 was approximately $493,800, as compared to net cash used in investing activities of approximately $1,238,300 for the period of 2013. Net cash used in investing activities in 2014 and 2013 were primarily the result of cash used for purchases of property and equipment. Cash from investing activites in 2014 included $869,900 of cash acquired in the BBHC business acquisition.

Financing Activities

Net cash provided by financing activities in 2014 was approximately $3,030,000, compared to approximately $1,979,000 in 2013. Approximately $1,255,000 of cash was provided in 2014 from the issuance of common stock compared $1,368,000. Additionally, the net cash included in financing activities in 2014 included cash of $1,774,800 in exchange for promissory notes, compared to $404,800 of cash for promissory notes in 2013. The non-controlling interest holders contributed $225,980 in 2013 compared to $0 for the year ended December 31, 2014.

Off Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our shareholders.

Critical Accounting Policies

The preparation of financial statements in conformity with U. S. generally accepted accounting principles requires management to make a variety of estimates and assumptions that affect (i) the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and (ii) the reported amounts of revenues and expenses during the reporting periods covered by the financial statements.

Our management routinely makes judgments and estimates about the effect of matters that are inherently uncertain. As the number of variables and assumptions affecting the future resolution of the uncertainties increase, these judgments become even more subjective and complex. Although we believe that our estimates and assumptions are reasonable, actual results may differ significantly from these estimates. Changes in estimates and assumptions based upon actual results may have a material impact on our results of operation and/or financial condition. Our significant accounting policies are disclosed in Note 2 to the Financial Statements included in this Form 10-K. Our critical accounting policies are outlined below.

Intangible Assets

The intangible asset at December 31, 2014 and 2013, represents franchise license costs for SHD. These costs are amortized over the ten-year term of the franchise agreement using the straight line method. The Company assesses potential impairment to intangible assets when there is evidence that events or changes in circumstances indicate that the recovery of the assets’ carrying value is not recoverable.

Property and Equipment

Management reviews property and equipment, including leasehold improvements, for impairment when events or circumstances indicate these assets might be impaired. The Company's management considers, or will consider, such factors as the Company's history of losses and the disruptions in the overall economy in preparing an analysis of its property, including leasehold improvements, to determine if events or circumstances have caused these assets to be impaired. Management bases this assessment upon the carrying value versus the fair value of the asset and whether or not that difference is recoverable. Such assessment is performed on a restaurant-by-restaurant basis and includes other relevant facts and circumstances including the physical condition of the asset. If management determines the carrying value of the restaurant assets exceeds the projected future undiscounted cash flows, an impairment charge would be recorded to reduce the carrying value of the restaurant assets to their fair value.

Leasehold improvements, property and equipment are stated at cost. Internal costs directly associated with the acquisition, development and construction of a restaurant are capitalized. Expenditures for minor replacements, maintenance and repairs are expensed as incurred. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, and leasehold improvements are amortized over the shorter of the lease term or the estimated useful lives of the assets. Construction in process (leasehold improvements in process) and other property and equipment are not depreciated/amortized until placed in service. Upon retirement or disposal of assets, the accounts are relieved of cost and accumulated depreciation and the related gain or loss is reflected in earnings.

The estimated useful lives are as follows:

Leasehold improvements 10 years

Furniture and fixtures 3-10 years

Equipment 3-7 years

Leases and Deferred Rent

The Company intends to lease substantially all of its restaurant properties. For leases that contain rent escalation clauses, the Company records the total rent payable during the lease term and recognizes expense on a straight-line basis over the initial lease term, including the "build-out" or "rent-holiday" period where no rent payments are typically due under the terms of the lease. Any difference between minimum rent and straight-line rent is recorded as deferred rent. Additionally, contingent rent expense based on a percentage of revenue is accrued and recorded to the extent it is expected to exceed minimum base rent per the lease agreement based on estimates of probable levels of revenue during the contingency period. Deferred rent also includes tenant improvement allowances the Company may receive, which is amortized as a reduction of rent expense, also on a straight-line basis over the initial term of the lease.

Convertible Debt and Warrants

The Company accounts for convertible instruments (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance with professional standards. Accordingly, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of redemption.

In addition, the Company has issued warrants to purchase common shares of the Company; in some instances along with debt. Warrants are valued using a fair value based method, whereby the fair value of the warrant is determined at the warrant issue date using a market-based option valuation model based on factors including an evaluation of the Company’s value as of the date of the issuance, consideration of the Company’s limited liquid resources and business prospects, the market price of the Company’s stock in its mostly inactive public market and the historical valuations and purchases of the Company’s warrants. When warrants are issued in combination with debt or equity securities, the warrants are valued and accounted for based on the relative fair value of the warrants in relation to the total value assigned to the debt or equity securities and warrants combined.

Revenue Recognition

As of February 21, 2013, the Company began revenue generating activities through SHD. At such time the Company generates revenue through it restaurant operations, it intends to do so pursuant to Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin (“SAB”) No. 104, Revenue Recognition, and applicable related guidance.

Revenue is derived from the sale of prepared food and beverage and select retail items. Revenue is recognized at the time of sale and is to be reported on the Company's consolidated statements of operations net of sales taxes collected. The amount of sales tax collected is to be included in accrued expenses until the taxes are remitted to the appropriate taxing authorities.

Stock-Based Compensation

The Company accounts for stock-based compensation under Accounting Standards Codification (“ASC”) 718, Share-Based Payment. ASC 718 requires the recognition of the cost of services received in exchange for an award of equity instruments in the financial statements and is measured based on the grant date fair value of the award. ASC 718 also requires the stock-based compensation expense to be recognized over the period of service in exchange for the award (generally the vesting period). The Company estimates the fair value of each stock option at the grant date by using an option pricing model, typically the Black-Scholes model.

Income Taxes

Deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their financial statement reported amounts, and for tax loss and credit carry-forwards. A valuation allowance is provided against deferred tax assets when it is determined to be more likely than not that the deferred tax asset will not be realized. The Company determines its income tax expense in each of the jurisdictions in which it operates. The income tax expense includes an estimate of the current income tax expense, as well as deferred income tax expense, which results from the determination of temporary differences arising from the different treatment of items for book and tax purposes. The Company files income tax returns in the U.S. federal jurisdiction and in various state and local jurisdictions. Many of the Company’s subsidiaries are limited liability companies (“LLCs”) and treated for tax purposes as pass-through entities. As a result, any taxes are the responsibility of the respective members. The Company assesses the likelihood of the financial statement effect of a tax position that should be recognized when it is more likely than not that the position will be sustained upon examination by a taxing authority based on the technical merits of the tax position, circumstances, and information available as of the reporting date. Management does not believe that there are any uncertain tax positions that would result in an asset or liability for taxes being recognized in the accompanying financial statements. The Company recognizes tax-related interest and penalties, if any, as a component of income tax expense.

Recently Issued and Adopted Accounting Pronouncements

In August 2014, the Financial Accounting Standards Board (FASB) issued ASU No. 2014-15, Presentation of Financial Statements – Going Concern: Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” This new standard requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if conditions or events raise substantial doubt about the entity’s ability to continue as a going concern. The guidance is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early application permitted. The Company is currently evaluating this new standard and the potential impact this standard may have upon adoption.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts from Customers, which supersedes the revenue recognition in Revenue Recognition (Topic 605), and requires entities to recognize revenue in a way that depicts the transfer of potential goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. ASU 2014-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and is to be applied retrospectively, with early adoption not permitted. The Company is currently evaluating this new standard and the potential impact this standard may have upon adoption.

Management has not identified any other recently issued accounting standards that it believes may have a significant impact on the Company’s consolidated financial statements.

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable.

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See Financial Statements following the signature page of this Form 10-K.

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

None.

Item 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15(e) under the Exchange Act, as of December 31, 2014, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our President (the person who performs the functions of our principal executive officer) and our Chief Financial Officer (the person who performs the functions of our principal financial officer). Based upon that evaluation, our President (the person who performs the functions of our principal executive officer) and Chief Financial Officer (the person who performs the functions of our principal financial officer) concluded that because of the material weaknesses in our internal control over financial reporting, described below, that our disclosure controls and procedures were not effective as of December 31, 2014. A material weakness is a deficiency or a combination of deficiencies in internal controls over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Management Report on Internal Control Over Financial Reporting.

Management of the Company is also responsible for establishing and maintaining internal control over financial reporting as defined in Rules 13a-15(f) and 15(d)-15(f) under the Exchange Act.

The Company’s internal controls over financial reporting are intended to be designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. The Company’s internal controls over financial reporting are expected to include those policies and procedures that management believes are necessary that:

(i)	pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

(ii)

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

(iii)

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

As of December 31, 2014, management assessed the effectiveness of the Company's internal control over financial reporting (ICFR) based on the criteria for effective ICFR established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and SEC guidance on conducting such assessments by smaller reporting companies and non-accelerated filers.

Based on that assessment, management concluded that, during the period covered by this report, such internal controls and procedures were not effective as of December 31, 2014 and that material weaknesses in ICFR existed as more fully described below.

Management identified the following control deficiencies that represent material weaknesses as of December 31, 2014:

(1)

Lack of an independent audit committee or audit committee financial expert. We have not identified an audit committee financial expert on our board of directors. These factors are counter to corporate governance practices as defined by the various stock exchanges and may lead to less supervision over management.

(2)

Limited staffing within our accounting operations. The relatively small number of personnel who are responsible for accounting functions prevents us from fully segregating duties within our internal control system. The inadequate segregation of duties is a weakness because it could lead to the untimely identification and resolution of accounting and disclosure matters or could lead to a failure to perform timely and effective reviews which may result in a failure to detect errors in spreadsheets, calculations, or assumptions used to prepare the financial statements and related disclosures as filed with the SEC. Additionally, we did not maintain a sufficient number of financial and accounting staff with the appropriate level of knowledge and experience to ensure that accurate and reliable financial statement of the Company are prepared and reviewed timely in accordance with accounting principles generally accepted in the United States.

Our management determined that these deficiencies constituted material weaknesses.

Due to a lack of financial and personnel resources, we likely will not take any immediate action to remediate these material weaknesses. However, we expect to implement further controls as circumstances and working capital permit. Notwithstanding the assessment that our ICFR was not effective and that there were material weaknesses as identified in this report, we believe that our financial statements contained in this Annual Report on Form 10-K for the fiscal year ended December 31, 2014, fairly present our financial position, results of operations and cash flows for the years covered thereby in all material respects.

We are committed to improving our financial organization. As part of this commitment, we will (when funds and/or additional resources are available to the Company) consider taking the following actions: (1) appoint outside directors to our Board of Directors and utilize an independent audit committee of the Board of Directors who will undertake the oversight in the establishment and monitoring of required internal controls and procedures; (2) create a position to segregate duties consistent with control objectives and will increase our personnel resources; and (3) hire independent third parties to perform expert advice. We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal control over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting due to the permanent exemption from such requirement for smaller reporting companies.

Item 9B. OTHER INFORMATION

Not applicable.

PART III

Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Identification of Directors and Executive Officers

The table below sets forth the names, titles, and ages of the members of the Company’s Board of Directors, director nominees and its executive officers. Executive officers of the Company are appointed by the Board of Directors and serve for a term of one year and until their successors have been elected and qualified or until their earlier resignation or removal by the Board of Directors. Mitchell R. Roth, who is President and acting principal executive officer of the Company, is the son of JW Roth, who is Chairman of the Board of Directors of the Company. There was no agreement or understanding between the Company and any director, director nominee or executive officer pursuant to whom he was selected as an officer or director. The Company expects to hold its annual meeting on March 9, 2014 and has filed a proxy statement with the SEC identifying the slate of board nominees for election at the meeting. Persons identified below as director nominees are those included in the slate, but do not currently serve on the Board.

Name	Position	Age	Year Appointed as Officer or Director
Robert B. Mudd	Director, Former Interim CFO	44	2013
	Former President & CEO		2014
JW Roth	Former Director & Chairman of the Board	51	2012
	Director & Chairman of the Board		2014
David Lavigne	Director	53	2014
Richard D. Steward	Director	71	2014
James J. Fenlason	Director	54	2014
Robert L. Cohen	Director	53	2014
Brent B. Wood	Director	46	2014
Jane Norton	Director Nominee	60	2014
Mitchell Roth	President and Director Nominee	25	2014
Heather Atkinson	Chief Financial Officer, Secretary and Treasurer	37	2014
Shawn Owen	Chief Operating Officer	35	2014

Robert B. Mudd, age 44, served as a Director and the interim Chairman of the Board, interim Chief Executive Officer and interim Chief Financial Officer from June 2013 through January 22, 2014. Mr. Mudd served as President, CEO, and Director from January 22, 2014 through June 1, 2014. Mr. Mudd has over 20 years of business management experience and has served in a number of executive roles, ranging from COO to CEO. His first 15 years were spent in the technology and telecommunications industry. Mr. Mudd holds outside business interests where, most recently, he was the COO of Children’s HopeChest from January 2009 through November 2012 and COO of Accredited Members, Inc. from November 2012 through June 2013. He is a co-founder of Bourbon Brothers Holding Company, LLC (which the Company acquired in January 2014) and is a member and former manager of several of its related parties including Bourbon Brothers, LLC and Bourbon Brothers #14, LLC. He is also the co-founder and CEO of the Story Company from January 2011 through today. He has a bachelor’s degree in Education from the University of Louisville.

JW Roth, age 51, served as the Company’s Chairman of the Board from inception through May 17, 2013 and from January 22, 2014 to present. Mr. Roth was actively involved in all phases of the Company’s development. He is the founder of Bourbon Brothers Holding Company, LLC (which the Company acquired in January 2014) and several of its related party entities including Bourbon Brothers, LLC, Bourbon Brothers #14, LLC, Cathedral Peaks Capital, LLC and Roth Development Company, LLC. Mr. Roth was Co-Chairman and CEO of Accredited Members Acquisition Corporation through July 2013 and was a founding member of Accredited Members, Inc. Mr. Roth served as a director of Disaboom, Inc. from its inception through May 2009. Since 1997 Mr. Roth has served as the as the President of JW Roth & Company, Inc., a consulting company. Prior to founding JW Roth & Company, Mr. Roth worked in the financial sales industry for American National Insurance Company and the Prudential Insurance Company. Additionally, Mr. Roth has worked for, and been associated with, the business development of several companies such as Fear Creek Ranches, IMI Global, Inc., CattleNetwork, Inc., Front Porch Direct, and AspenBio Pharma, Inc.

David Lavigne, age 53, was appointed as a member of the Board of Directors of the Company on March 5, 2014. Mr. Lavigne is also currently a member and manager of Cathedral Peaks Capital, LLC, a privately-owned Colorado LLC and was a founder of Bourbon Brothers Holding Company, LLC in 2013 before being acquired by Bourbon Brothers Holding Corporation in January 2014. Mr. Lavigne co-founded Accredited Members Acquisition Corporation, a privately-owned Colorado LLC in 2012 and founded EdgeWater Research Partners, LLC in 2002, the predecessor of Accredited Members, Inc. Mr. Lavigne has spent almost 30 years in the financial and investment industries, primarily employed by small, regional sell-side broker-dealers involved in the provisioning of both investment banking and retail investment services. Mr. Lavigne has served in those organizations as a CEO, a National Sales Manager and Head of Equity Research. His responsibilities in those positions included sales development, financial reporting, and a host of other management related functions, as well as creating research and analysis for retail and institutional clients, and corporate finance departments of his respective employers. Mr. Lavigne graduated from the University of Idaho in 1984 with a Bachelor of Science in Finance.

Richard D. Steward, age 71, was appointed a member of the Board of Directors of the Company on March 5, 2014. In addition to being a Director of the Company, Mr. Steward currently sits on the boards of BCI Construction Inc., a privately-held corporation based in Colorado Springs, and Pikes Peak Range Rider Foundation, a Colorado non-profit corporation. Mr. Steward has previously sat on the boards for the Colorado Springs Chamber of Commerce, Pikes Peak or Bust Rodeo (associated with the Pikes Peak Ranger Rider Foundation), Ride for the Brand Championship Ranch Rodeo based in Colorado Springs, and Sheet Metal Air Conditioning National Association (SMACNA). In 1995, Mr. Steward served as the National President of SMACNA. Mr. Steward is also currently a Trustee for the Sheet Metal Worker’s National Pension Fund. In 1971, Mr. Steward joined Heating and Plumbing Engineers Inc. and retired as its owner in 2004. From 1965 to 1971, Mr. Steward worked at Alcoa Aluminum, where he helped develop aluminum beer cans and pull-tabs. Mr. Steward graduated from Colorado School of Mines where he received a Bachelor of Science in Metallurgical Engineering in 1965.

James J. Fenlason, age 54, was appointed as a member of the Board of Directors of the Company on June 1, 2014. Mr. Fenlason is currently a Member of the Board of Directors of Rocky Mountain Bank & Trust, a privately owned Colorado bank and has held that position since 2013. Furthermore, Mr. Fenlason is an active entrepreneur in the Colorado Springs region with involvement in several successful ventures including: Advantage Marketing, Inc., which he founded and has served as President since 1993; The Home Advantage, LLC which he founded and has served as President since 2005; Deerfield Mobile Home Community, LLC which he founded and has served as President since 2008; Bigg City Holdings, LLC where he has served as CEO since 2010. In addition to his business ventures, Mr. Fenlason served on the board and was the board chairman of America’s Family, LLC a non-profit organization with financial programs and loans for the working poor and an annual Christmas event for 8,000 to 14,000 in Colorado Springs, Colorado. He currently serves on the advisory board of PastorServe in the Western United States. Mr. Fenlason graduated from Liberty University in 1981 in Lynchburg, Virginia with a Bachelor of Science degree in Accounting.

Robert L. Cohen, age 53, was appointed as a member of the Board of Directors of the Company on September 15, 2014. Mr. Cohen is currently the Chairman and CEO of IMA Financial Group, Inc., a diversified financial services company specializing in retail insurance brokerage, wholesale insurance brokerage, and discretionary money management. IMA is consistently ranked amongst the top 20 independently owned brokers in the United States. Mr. Cohen has been with IMA Financial Group, Inc. since 1986, a member of their Board of Directors since 1994, and served in his current role for the last 15 years. Since 2004, Mr. Cohen has also served as a Co-Founder and Partner of Iron Gate Capital, LLC, a private equity firm created by proven operating executives to invest their capital in compelling growth opportunities. Some of their most successful portfolio companies in the restaurant and hospitality industries include Smashburger, a fast-casual restaurant concept, and CPX Lone Tree Hotel, LLLP, the operator of Hampton Inn and Suites in south Denver, CO, as well as numerous successful real estate investments nationwide. In addition, Mr. Cohen currently serves on the Boards of Atlas Advertising since 2001, Dovetail Solutions since 2007 and Commerce Bank since 2010. Mr. Cohen graduated from University of Texas at Austin where he received a Bachelor degree in Risk Management and Finance.

Brent Wood, age 46, was appointed as a member of the Board of Directors of the Company on September 15, 2014. Mr. Wood currently serves as the General Manager and Operating Partner of Larry H. Miller Chrysler Dodge Jeep Ram 104th, an automotive dealership and service center in Thornton, CO. Mr. Wood is an active member of Denver community, where he is currently a Partner of Rocky Mountain USSSA (United States Specialty Sports Association), a sports marketing/management company, and a Partner of XL'N Bingo LLC. He also established Brent Wood, Inc., an investment company, where he has served as Director since 2008. Until March 2014, Mr. Wood served as the Co-Owner/Partner of Car Source Multimedia Advertising Group LLC, a company specializing in publications, web services, mobile media, and social media. Mr. Wood graduated from Baylor University where he received Bachelor of Business Administration degrees in Marketing and Management in 1991.

Jane Norton, age 60, is the founder and General Manager of Norton & Associates LLC consulting firm, established in 2012 to advise clients in areas such as government/public policy, non-profits, education, aerospace, emergency preparedness, healthcare and the military. She served in the administrations of Presidents Reagan and Bush as Regional Director of the U.S. Department of Health and Human Services from 1988-1993; and in the cabinet of Governor Owens as Executive Director of the Colorado Department of Public Health and Environment from 1999-2002. In 2002 she was elected Colorado’s 46th Lieutenant Governor and served until January of 2007. Ms. Norton currently serves on the Valor Christian High School Board of Education since February 2013 through the present, Colorado Uplift Executive Committee since May 2013 through the present, John Templeton Foundation International Board of Advisors since July 2014 through the present, Citizen Advisor to the Colorado Emergency Preparedness Partnership since 2013 through the present, and is a Fellow with the Centennial Institute since 2011 through the present. Ms. Norton earned a Bachelor of Science degree with Distinction in Health Sciences from Colorado State University in 1976, a Master of Science degree in Management from Regis University, Denver, Colorado, in 1999 and was awarded an Honorary Doctorate of Humanities degree from Colorado Christian University in 2011.

Mitchell R. Roth, age 25, was appointed President for the Company on June 1, 2014. Mr. Roth recently joined the Company in November 2013 and has been primarily responsible for corporate development to include capital raising, real estate development, and strategy. Prior to joining the Company, Mr. Roth worked at the investment-banking firm Laidlaw and Company, Ltd. in New York, NY from May 2013 through October 2013. Mr. Roth previously held summer internships at Accredited Members Acquisition Corporation, a Colorado corporation, in 2012 and 2013. Mr. Roth received a Bachelor of Science degree in May 2013 in Business Finance and Economics from Liberty University in Lynchburg, VA. Mr. Roth is licensed with FINRA and holds a Series 7/General Securities and Series 63 licenses.

Heather Atkinson, age 37, was appointed Chief Financial Officer effective January 22, 2014. Prior to joining the Company, Ms. Atkinson was the controller of Accredited Members Acquisition Corporation and subsidiaries and its predecessor, Accredited Members Holding Corporation, positions which she has held since 2010. Prior to these roles, Ms. Atkinson was a controller, along with other accounting staff roles, at Lee Hecht Harrison for over eight years. Ms. Atkinson has over 15 years of accounting, finance and financial reporting experience in both public and private companies including consolidations, shareholder relations, SEC reporting, internal and external financial statement reporting, budgeting, cash forecasting, mergers and acquisitions, restructuring and international accounting while working closely with the outside audit and legal firms. She is a licensed CPA and holds a Bachelor of Science degree in Accounting from Evangel University.

Shawn Owen, age 35, was appointed Chief Operating Officer for the Company on March 5, 2014. Prior to joining the Company, Mr. Owen served as the General Manager at Southern Hospitality Denver from August 2012 through February 2014. Mr. Owen has spent his entire career in restaurant operations and management, as manager of restaurant operations at The Walnut Brewery in Boulder, Colorado from 2011 to 2012, at the New Berlin Entertainment Center in New Berlin, Wisconsin, from 2010 to 2011, and at Stonefire Pizza Co. in New Berlin, Wisconsin from 2006 through 2010.

Involvement in Certain Legal Proceedings

During the past ten years, none of the persons serving as executive officers and/or directors of the Company has been the subject matter of any of the following legal proceedings that are required to be disclosed pursuant to Item 401(f) of Regulation S-K including: (a) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (b) any criminal convictions; (c) any order, judgment, or decree permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; (d) any finding by a court, the SEC or the CFTC to have violated a federal or state securities or commodities law, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud; or (e) any sanction or order of any self-regulatory organization or registered entity or equivalent exchange, association or entity. Further, no such legal proceedings are believed to be contemplated by governmental authorities against any director or executive officer.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the 1934 Act requires the Company’s directors and officers and any persons who own more than ten percent of the Company’s equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission (the “SEC”). All directors, officers and greater than ten-percent stockholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) reports files. Based solely on our review of the copies of Forms 3, 4 and any amendments thereto furnished to us during the fiscal year completed December 31, 2014, and subsequently, all Forms 3 and Forms 4 were filed timely with the exception of the following: Mr. JW Roth inadvertently failed to file a report on a timely basis relating to a gift of shares on March 3, 2014. Mr. Lavigne inadvertently failed to file a report on a timely basis relating to a gift of shares on March 3, 2014; and Mr. Mudd inadvertently failed to file a report relating to one transaction involving a reduction in stock options in March 2014.

Code of Ethics

The Company adopted a code of ethics as of the BB Transaction date of January 22, 2014, and filed these with the Form 10-K for the period ended December 31, 2013, with the SEC on March 19, 2014.

No Audit Committee

The Company does not have a separately designated audit committee. Instead, the entire Board as a whole acts as the Company’s audit committee. Consequently the Company does not currently have a designated audit committee financial expert.

Item 11. EXECUTIVE COMPENSATION

The following table sets out the compensation received for the fiscal years December 31, 2014 and 2013 in respect to each of the individuals who served as the Company’s chief executive officer at any time during the last fiscal year, as well as the Company’s two most highly compensated executive officers:


						Option			All Other
Name and	Fiscal	Salary		Bonus		Awards*			Compensation		Total
Principal Position	Year	($)		($)		($)			($)		($)
Mitchell Mitchell Roth,
President (1)	2014	$	58,187	$	-	$	132,140	(8)	$	3,690	$	194,017
	2013	$	5,590	$	-	$	-		$	280	$	5,870

Shawn Owen,
Chief Operating Officer (2)	2014	$	87,384	$	-	$	162,264	(9)	$	8,741	$	258,389
	2013	$	72,082	$	-	$	25,157	(9)	$	7,920	$	105,159

Robert B. Mudd,
Director, Former Chief Executive Officer (3)	2014	$	65,385	$	-	$	41,758	(10)	$	6,160	$	113,303
	2013	$	51,993	$	-	$	30,166	(10)	$	6,160	$	88,319

Stephen J. Cominsky
Former Chief Executive Officer and Director (4)	2014	$	-	$	-	$	-		$	-	$	-
	2013	$	105,000	$	20,000	$	130,474	(11)	$	23,288	$	278,762

JW Roth
Chairman of the Board (5)	2014	$	93,766	$	-	$	123,172	(12)	$	18,343	$	235,281
	2013	$	50,000	$	-	$	13,420	(13)	$	7,809	$	71,229

Heather Atkinson
Chief Financial Officer, Secretary and	2014	$	93,872	$	-	$	49,977	(14)	$	13,437	$	157,286
Treasurer (6)	2013	$	38,326	$	-	$	29,632	(14)	$	5,578	$	73,536

David Lavigne
Former Secretary and Treasurer (7)	2014	$	32,248	$	-	$	49,935	(15)	$	18,343	$	100,526
	2013	$	12,500	$	-	$	282,315	(16)	$	7,809	$	302,624

(1) Mr. Roth has served as the Company’s President since June 1, 2014, through the present.

(2) Mr. Owen has served as the Chief Operating Officer since March 1, 2014, through the present.

(3) Mr. Mudd served as the Interim Chief Executive Officer, Interim Chief Financial Officer and Interim Chairman of the Board from June 20, 2013, through January 22, 2014. On January 22, 2014, he began serving as the Chief Executive Officer, President and Director until May 31, 2014, of which he resigned as Chief Executive Officer and President. He continues to serve as a Director through the present.

(4) Mr. Cominsky served as the Chief Operating Officer from June 15, 2012, through September 30, 2012. On October 1, 2012, he became the Company's Chief Executive Officer and also began serving as a Director. On June 20, 2013, he resigned his positions as Chief Executive Officer and Director.

(5) Mr. Roth is a founder of the Company and served as the Company’s Chairman from August 15, 2012, through his resignation date of May 17, 2013. He has been a Director of the Company since its inception in August 2011 through his resignation date on May 17, 2013. He serves as the Company’s Chairman of the Board since January 22, 2014, through the present. The salary paid to Mr. Roth was in exchange for services as an employee of the Company and not on behalf of his position as a Director and Chairman of the Board.

(6) Ms. Atkinson has served as the Company's Chief Financial Officer since January 22, 2014 through the present.

(7) Mr. Lavigne is a founder of the Company and began serving as the Company's Secretary and Treasurer from its inception in August 2011. He resigned his positions as of May 17, 2013. He has served as a Company's Director from January 22, 2014, through the present. The salary paid to Mr. Lavigne was in exchange for services as an employee of the Company and not on behalf of his position as a Director, Treasurer, or Secretary.

(8) Upon his appointment as the Company’s President, Mr. Roth was granted an option to acquire 300,000 shares of Common Stock at $0.45 per share with 75,000 shares vesting immediately and the remaining shares vesting evenly over three years.

(9) In March 2014, the Company granted Mr. Owen options to purchase up to 300,000 shares of Common Stock, vesting in equal shares annually over four years, with the first tranche vested fully by March 1, 2015, with an exercise price of $0.50 per share with a five-year term. In addition, this person holds options for 18,243 common shares to vest evenly over two years with the first tranche vested fully by September 30, 2014, with an exercise price of $0.14 with a five-year term. In addition, this person holds options to purchase up to 30,000 shares of Common Stock vesting in equal parts annually over three years with the first tranche vested fully by February 5, 2015, with an exercise price of $0.45 with a five-year term. Finally, Mr. Owens hold options to purchase 30,000 common shares that vested evenly over two years, these options are fully vested, and have an exercise price of $1.50 with a five year term.

(10) On August 19, 2013, Mr. Mudd was granted options to acquire 304,854 shares of Common Stock to vest evenly over a three year vesting period. The first tranche vested in August 2014 at an exercise price of approximately $0.000274 per share.

(11) Upon his appointment as the Company's Chief Executive Officer, Mr. Cominsky was granted an option to acquire 660,368 shares of Common Stock at $0.0150677 per share with 66,035 shares vesting immediately and the remaining shares vesting upon certain criteria. Mr. Cominsky exercised 66,035 shares in March 2013. In connection with his resignation on May 17, 2013, the Company agreed to accelerate the vesting of a portion of his options for 264,149 shares from March 2014 to June 2013. He exercised these options in a cashless exercise and the stock certificate was being held by the Company per a lock-up agreement through March 2014, at which time the certificate was released by the Company.

(12) In January 2014, the Company granted Mr. Roth options to purchase up to 729,707 shares of Common Stock vesting evenly over four years with the first tranche vested fully by January 9, 2015, with an exercise price of $0.0685 with a five-year term. As of November 6, 2014, the Company entered into a financing agreement with Rocky Mountain Bank & Trust for up to $200,000 that Mr. Roth personally guaranteed. In turn for his personal guarantee, the vesting of these options for 729,707 shares of Common Stock became immediately vested.

(13) On December 14, 2012, the Company entered into an indemnification agreement with JW Roth for his personal risk regarding personal guarantees in favor of Southern Hospitality Franchising & Licensing, LLC (the “Franchisor”), which are the subject of an Area Development Agreement between the Franchisor and Southern Hospitality Franchisee Holding Corporation, a wholly owned subsidiary of the Company. In addition to the indemnification agreements, the Company compensated Mr. Roth for his personal guarantee in the form of a warrant for 200,000 shares exercisable for ten years at $1.00 per share with the warrant vested immediately with a cashless exercise feature.

(14) On August 19, 2013, the Company granted Ms. Atkinson options to purchase up to 364,854 shares of Common Stock of the Company which were scheduled to vest in substantially equal annual installments over four years beginning on August 19, 2014 with an exercise price of approximately of $0.000274 per share.

(15) In March 2014, the Company granted options to Mr. Lavigne for 100,000 common shares with a one year vesting term and an exercise price of $0.51 per share in connection with his appointment to the Board of Directors of the Company.

(16) Mr. Roth and Mr. Lavigne are founders of AMHC Managed Services, Inc. ("AMMS"). Mr. Roth served as the CEO through July 31, 2013, and continues to be a controlling shareholder. Mr. Lavigne serves as the Company's CEO and CFO and is a controlling shareholder. The fees paid by the Company to AMMS are shown under Mr. Lavigne for 2013 in regards to AMMS for disclosure purposes.

(*) Amounts represent the calculated fair value of stock options granted to the named executive officers based on provisions of ASC 718-10, Stock Compensation. See Note 8 to the consolidated financial statements for the year ended December 31, 2014, for discussion regarding assumptions used to calculate fair value under the Black-Scholes–Merton valuation model.

Compensation Committee Interlocks and Insider Participation

The Board of Directors acting in lieu of a compensation committee, is charged with reviewing and approving the terms and structure of the compensation of the Company’s executive officers. To date, the Company has not retained an independent compensation committee to assist the Company review and analyze the structure and terms of the Company’s executive officers. Moreover, throughout much of the Company’s fiscal year, the same persons serving on the Board also served as Company executive officers.

The Company considers various factors when evaluating and determining the compensation terms and structure of its executive officers, including the following:

1.	The executive’s leadership and operational performance and potential to enhance long-term value to the Company’s shareholders;
2.	The Company’s financial resources, results of operations, and financial projections;
3.	Performance compared to the financial, operational and strategic goals established for the Company;
4.	The nature, scope and level of the executive’s responsibilities;
5.	Competitive market compensation paid by other companies for similar positions, experience and performance levels; and
6.	The executive’s current salary, the appropriate balance between incentives for long-term and short-term performance.

Company management is responsible for reviewing the base salary, annual bonus and long-term compensation levels for other Company employees, and the Company expects this practice to continue going forward. The entire Board of Directors remains responsible for significant changes to, or adoption, of new employee benefit plans. The Company believes that, as a relatively new company, its compensation structure is fair to its executive officers as it is intended to balance the Company’s need to minimize its overhead costs yet reward its executives for individual performance and company performance.

To date the Company has not entered into any employment agreements with any of the persons who serve (or served) as the Company’s executive officers. Currently there are no contractual commitments in place that provide for severance payments to our executive officers or similar benefits upon a change of control transaction.

The Company believes that the compensation environment for qualified professionals in the industry in which we operate is competitive. In order to compete in this environment, the compensation of our executive officers is primarily comprised of the following components:

●	Base salary;
●	Stock option awards and/or equity based compensation;
●	Discretionary cash bonuses; and
●	Other employment benefits.

Base Salary. Base salary, paid in cash, is the first element of compensation to our officers. In determining base salaries for our key executive officers, the Company aims to set base salaries at a level we believe enables us to hire and retain individuals in a competitive environment and to reward individual performance and contribution to our overall business goals. The Board of Directors believes that base salary should be relatively stable over time, providing the executive a dependable, minimum level of compensation, which is approximately equivalent to compensation that may be paid by competitors for persons of similar abilities. The Board of Directors believes that base salaries for our executive officers are appropriate for persons serving as executive officers of public companies similar in size and complexity to the Company.

During the Company’s 2014 and 2013 calendar years it paid its executive officers the following base salaries:

●	Stephen J. Cominsky was paid a salary of $210,000 in 2013.
●	Robert B. Mudd was paid a salary of $150,000 in 2014.
●	Mitchell R. Roth was paid a salary of $90,000 in 2014.
●	Shawn Owen was paid a salary of $90,000 in 2014.
●	Heather Atkinson was paid a salary of $90,000 in 2014.

Stock Option Plan Benefits. The Company believes that equity based compensation helps align management and executives’ interests with the interests of our shareholders. Our equity incentives are also intended to reward the attainment of long-term corporate objectives by our executives. We also believe that grants of equity-based compensation are necessary to enable us to be competitive from a total remuneration standpoint. At the present time, we have one equity incentive plan for our management and employees, the 2012 Stock Option Plan.

We have no set formula for granting awards to our executives or employees. In determining whether to grant awards and the amount of any awards, we take into consideration discretionary factors such as the individual’s current and expected future performance, level of responsibilities, retention considerations, and the total compensation package. The Company has granted certain of its executive officers stock options under the Company’s 2012 Stock Option Plan.

Discretionary Annual Bonus. Discretionary cash bonuses are another prong of our compensation plan. The Board of Directors believes that it is appropriate that executive officers and other employees have the potential to receive a portion of their annual cash compensation as a cash bonus to encourage performance to achieve key corporate objectives and to be competitive from a total remuneration standpoint.

We have no set bonus formula for determining or awarding discretionary cash bonuses to our other executives or employees. In determining whether to award bonuses and the amount of any bonuses, we have taken and expect to continue to take into consideration discretionary factors such as the individual’s current and expected future performance, level of responsibilities, retention considerations, and the total compensation package, as well as the Company’s overall performance including cash flow and other operational factors.

During fiscal year 2013, we paid a discretionary cash bonus to a Company’s executive officer, Mr. Cominsky. In general, the bonuses paid to these executive officers were determined by the Board.

Other Compensation/Benefits. Another element of the overall compensation is through providing our executive officers are various employment benefits, such as the payment of a monthly allowance for health care insurance and other benefits costs.

Stock Option, Stock Awards and Equity Incentive Plans

In accordance with the Company’s 2012 Stock Option Plan, the Company granted certain of its executive officers stock options during the Company’s 2014 fiscal year. The following table sets forth the outstanding equity awards for each named executive officer at December 31, 2014.

Outstanding Equity Awards at Fiscal Year End

	Number of Securities
	Underlying Unexercised
	Options (#)				Option		Option
					Exercise		Expiration
Name and Principal Position	Exercisable		Un-exercisable		Price ($)		Date

Mitchell R. Roth, President (1)		75,000		225,000	$	0.45	08/21/2019
Heather Atkinson, CFO (2)		--		273,640	$	0.000274	08/19/2019
Shawn Owen, COO (3)		30,000		--	$	1.50	03/26/2018
		9,122		9,122	$	0.14	09/29/2018
				30,000	$	0.45	02/14/2019
				300,000	$	0.50	02/28/2019

(1)

Upon his appointment as the Company’s President, Mr. Roth was granted an option to acquire 300,000 shares of Common Stock at $0.45 per share with 75,000 shares vesting immediately and the remaining shares vesting evenly over three years.

(2)

On August 19, 2013, the Company granted Ms. Atkinson options to purchase up to 364,854 shares of Common Stock which were scheduled to vest in substantially equal annual installments over four years beginning on August 19, 2014 with an exercise price approximately of $0.000274 per share. On August 19, 2014 Ms. Atkinson exercised her option to purchase 91,124 share of Common Stock.

(3)

In March 2014, the Company granted Mr. Owen options to purchase up to 300,000 shares of Common Stock, vesting in equal shares annually over four years, with the first tranche vested fully by March 1, 2015, with an exercise price of $0.50 per share with a five-year term. In addition, Mr. Owen holds options to purchase 30,000 shares of Common Stock vesting in equal parts annually over three years with the first tranche vested fully by February 5, 2015, with an exercise price of $0.45 and five-year term. Further, Mr. Owens holds options for 18,243 common shares to vest evenly over two years with the first tranche vested fully by September 30, 2014, with an exercise price of $0.14 with a five-year term. Finally, Mr. Owens hold options to purchase 30,000 common shares that vested evenly over two years, these options are fully vested, and have an exercise price of $1.50 with a five year term.

Compensation of Directors

To date, the Company has not provided compensation to the persons serving as its directors on the Board.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS.

Security Ownership of Directors and Management

The number of shares outstanding of the Company’s stock at February 28, 2015, was 49,174,654 common shares and 4,884,859 Series A preferred shares. The following table sets forth the beneficial ownership of the Company’s common stock as of February 28, 2015, by each director and each executive officer of the Company and by all directors and executive officers as a group. To the extent any of the named shareholders own derivative securities that are vested or otherwise exercisable into shares of our common stock these securities are included in the column regarding that shareholders’ common stock beneficial ownership (as required by Rule 13d-3(a)) and the material terms of such derivative securities are explained in the notes to the table.

Name and Address of Beneficial Owner

Position

Common

Stock -

Amount and Nature of Beneficial Ownership

Percent of Common Stock

Series A Preferred Stock-Amount and Nature of Beneficial Ownership

Percent of Series A Preferred Stock

All Stock-Amount of Beneficial Ownership(9)

Voting Power (10)

JW Roth

2 North Cascade Ave, Suite1400

Colorado Springs, CO 80903

Chairman of the Board

6,828,887

(1)

13.89

2,228,034

(2)

45.61

9,056,921

36.50%

Robert B. Mudd

2 North Cascade Ave, Suite 1400

Colorado Springs, CO 80903

Director

Former CEO & President & Interim CFO

1,434,749

2.92

–

1,434,749

Mitchell R. Roth

2 North Cascade Ave, Suite 1400

Director Nominee &

Colorado Springs, CO 80903

President

75,000

(3)

228,034

4.67

303,034

3.37%

David Lavigne

2 North Cascade Ave, Suite 1400

Colorado Springs, CO 80903

Director

3,113,878

(4)

6.33

1,000,000

20.47

4,113,878

16.41%

Richard D. Steward

2 North Cascade Ave, Suite 1400

Colorado Springs, CO 80903

Director

1,840,692

(5)

3.74

–

1,840,692

James J. Fenlason

2 North Cascade Ave, Suite 1400

Colorado Springs, CO 80903

Director

333,333

–

333,333

Robert L. Cohen

2 North Cascade Ave, Suite 1400

Colorado Springs, CO 80903

Director

134,436

(6)

–

134,436

Brent B. Wood

2 North Cascade Ave, Suite 1400

Colorado Springs, CO 80903

Director

96,666(7)

–

96,666

Heather Atkinson

2 North Cascade Ave, Suite 1400

CFO, Secretary &

Colorado Springs, CO 80903

Treasurer

456,068

–

456,068

Shawn Owen

2 North Cascade Ave, Suite 1400

Colorado Springs, CO 80903

COO

132,424

(8)

–

132,424

Jane Norton

2 North Cascade Ave, Suite 1400

Colorado Springs, CO 80903

Director Nominee

–

All current directors and executive officers as a group

14,446,133

29.38

3,456,068

70.75

17,902,201

58.87%

(1)	Includes 200,000 shares in the form of a warrant exercisable at $1.00 per share and 182,427 common shares. Also, includes options to acquire 729,707 shares at $0.0685 per share which vested on November 6, 2014 in exchange for Mr. Roth’s personal guarantee for a loan at Rocky Mountain Bank & Trust, 4,346,087 owned by his spouse as trustee for the KMR Living Trust Dated Nov. 19, 2012 and 1,370,666 shares owned by Accredited Members Acquisition Corp., an entity controlled by Mr. Roth and Mr. Lavigne.
(2)	Includes 228,034 shares owned by his minor daughter and 2,000,000 shares owned by Mr. Roth as trustee for the JWR Living Trust Dated Nov. 19, 2012.

(3)	Includes options to acquire 75,000 shares of Common Stock at $0.45 per share.

(4)	Includes options to acquire 100,000 shares at $0.51 per share, fully vesting on March 1, 2015 and 56,800 common shares. Also, includes 1,370,666 shares owned by Accredited Members Acquisition Corp., an entity controlled by Mr. Roth and Mr. Lavigne and 1,586,412 shares owned by his spouse.

(5)	Includes options to acquire 100,000 shares at $0.51 per share which were granted in connection with Mr. Steward’s appointment to the Board of Directors and in exchange for Mr. Steward’s personal guarantee for a loan at Rocky Mountain Bank & Trust these options became immediately exercisable on November 6, 2014. Also, includes options to acquire 150,000 options at $0.40 per share which vested in full on July 17, 2014.

(6)	Includes 134,436 shares owned by Dakotah Investments, LLC, an entity controlled by Mr. Cohen.

(7)	Includes 30,000 shares in the form of a warrant exercisable at $0.30 per share.

(8)	Includes options to acquire 9,122 shares of Common Stock at $0.137 per share, options to acquire 75,000 shares at $0.50 per share, options to acquire 10,000 shares at $0.45 per share, and options to acquire 15,000 shares at $1.50 per share.

(9)	Common Stock and Series A Preferred Stock (on a 1:1 converted basis to Common Stock).

(10)	Calculated based on one vote per common share and 25 votes per share of Series A Preferred Stock.

Security Ownership of Certain Beneficial Owners

The following table sets forth the persons who beneficially own of record, or was known to own beneficially, more than 5% of the Company’s Common Stock and/or Series A Preferred Stock as of February 28, 2015. To the extent any of the named shareholders own derivative securities that are vested or otherwise exercisable into shares of our Common Stock these securities are included in the column regarding that shareholder’s Common Stock beneficial ownership (as required by Rule 13d-3(a)) and the material terms of such derivative securities are explained in the notes to the table.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership of Common Stock			Percent of Common Stock			Amount and Nature of Beneficial Ownership of Series A Preferred Stock			Percent of Series A Preferred Stock			All Stock-Amount of Beneficial Ownership		Voting Power(5)

JW Roth		6,828,887	(1)		13.89	%		2,228,034	(2)		45.61	%		9,056,921		36.50	%
2 North Cascade Ave Suite 1400
Colorado Springs, CO 80903

David Lavigne		3,113,878	(3)		6.33	%		1,000,000			20.47	%		4,113,878		16.41	%
2 North Cascade Ave Suite 1400
Colorado Springs, CO 80903

Stephen J. Cominsky		346,180	(4)		*			1,200,757			24.58	%		1,546,937		17.73	%
5935 Blue Sage Way
Littleton, CO 80123

	(1)		Includes 200,000 shares in the form of a warrant exercisable at $1.00 per share and 182,427 common shares. Also, includes options to acquire 729,707 shares at $0.0685 per share which vested on November 6, 2014 in exchange for Mr. Roth’s personal guarantee for a loan at Rocky Mountain Bank & Trust, 4,346,087 owned by his spouse as trustee for the KMR Living Trust Dated Nov. 19, 2012 and 1,370,666 shares owned by Accredited Members Acquisition Corp., an entity controlled by Mr. Roth and Mr. Lavigne.
	(2)		Includes 228,034 shares owned by his minor daughter and 2,000,000 shares owned by Mr. Roth as trustee for the JWR Living Trust Dated Nov. 19, 2012.

	(3)		Includes options to acquire 100,000 shares at $0.51 per share, fully vesting on March 1, 2015 and 56,800 common shares. Also, includes 1,370,666 shares owned by Accredited Members Acquisition Corp., an entity controlled by Mr. Roth and Mr. Lavigne and 1,586,412 shares owned by his spouse.

	(4)		Includes 19,058 shares owned by Mr. Cominsky’s spouse.

	(5)		Calculated based on one vote per common share and 25 votes per share of Series A Preferred Stock.

			*Less than 1%.

Changes in Control

There are no arrangements known to the Company which may result in a change in control of the Company.

Securities Authorized for Issuance Under Equity Compensation Plans

See Item 5, above, for information regarding securities authorized for issuance under equity compensation plan in the form required by Item 201(d) of Regulation S-K.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Related Party Transactions

The Company’s Board of Directors as a whole is charged with reviewing and approving all related party transactions. There have not been any transactions, or proposed transactions, to which the Company was or is to be a party, in which any Company director, officer, or any member of the immediate family of the aforementioned persons had or is to have a direct or indirect material interest, except those outlined below. The following disclosure is with respect to material transactions between the Company and related parties and with respect to material transactions.

Robert B. Mudd has substantial business interests in the restaurant space and real estate property related to restaurants. Mr. Mudd may continue to buy real estate, engage in real estate transactions with third parties, and then lease the space to the Company. Mr. Mudd acted as a manager for, and held a substantial equity interest in, Bourbon Brothers Holding Company, LLC prior to its acquisition by the Company in January 2014 and holds a substantial equity interest in several other related party entities including Bourbon Brothers, LLC and Bourbon Brothers #14, LLC.

J.W. Roth has substantial business interests in the restaurant space and real estate property related to restaurants. Mr. Roth may continue to buy real estate, engage in real estate transactions with third parties, and then lease the space to the Company. He is the founder of, and owned a substantial interest in, Bourbon Brothers Holding Company, LLC (which the Company acquired in January 2014) and holds a substantial equity interest in several other related party entities including Bourbon Brothers, LLC, Bourbon Brothers #14, LLC, Cathedral Peaks Capital, LLC and Roth Development Company, LLC. In December 2012, Mr. Roth entered into an indemnification agreement with the Company for his personal risk regarding personal guarantees in favor of Southern Hospitality Franchising & Licensing, LLC, which is the subject of a Franchise Agreement between Southern Hospitality Franchising & Licensing, LLC and Southern Hospitality Franchisee Holding Corporation, a wholly owned subsidiary of the Company and received compensation in the form of a warrant for 200,000 of common shares. In November 2014, Mr. Roth (along with Richard D. Steward) personally guaranteed a loan between Southern Hospitality Lone Tree, LLC f/k/a 53 Peaks Lonetree LLC, a wholly owned subsidiary of the Company and Rocky Mountain Bank & Trust to purchase kitchen equipment for the restaurant location and in exchange Mr. Roth’s options for 729,707 shares of Common Stock granted on January 22, 2014 became immediately exercisable. This personal guarantee has since been released. In December 2014, Mr. Roth personally guaranteed a loan on behalf of Bourbon Brothers #14, LLC allowing Bourbon Brothers #14, LLC the ability to subsequently loan to the Company $1,250,000 in exchange for the personal guarantee, Mr. Roth received a warrant for the purchase of 7,500,000 shares of Common Stock exercisable after one year.

David Lavigne held a substantial equity interest in Bourbon Brothers Holding Company, LLC (which the Company acquired in January 2014) and holds a substantial equity interest in several other related party entities including Bourbon Brothers, LLC, Bourbon Brothers #14, LLC, and Cathedral Peaks Capital, LLC.

Richard D. Steward has nominal equity interests in several related party entities including Bourbon Brothers, LLC and Bourbon Brothers #14, LLC. In November 2014, Mr. Steward (along with Mr. Roth) personally guaranteed a loan between Southern Hospitality Lone Tree, LLC f/k/a 53 Peaks Lonetree LLC, a wholly owned subsidiary of the Company and Rocky Mountain Bank & Trust to purchase kitchen equipment for the restaurant location and in exchange Mr. Steward’s options for 100,000 shares of Common Stock granted on March 5, 2014 became immediately exercisable. This personal guarantee has since been released.

Robert L. Cohen is currently the Chairman and CEO of IMA Financial Group, Inc., a diversified financial services company specializing in retail insurance brokerage, wholesale insurance brokerage, and discretionary money management. The Company has in the past and may continue to do so in the future, purchase insurance products from IMA Financial Group, Inc. To the Company’s knowledge, Mr. Cohen has not been compensated by IMA Financial Group, Inc. in connection with any products or services provided to the Company.

Heather Atkinson is currently the manager of Bourbon Brothers #14, LLC. BB14 received a warrant from BBHC as partial consideration the loan from BB14 to BBHC in the aggregate principal amount of 7,500,000. Mr. Atkinson was assigned 500,000 of this warrant for her service as manager of BB14. The warrant is exercisable after one year. Ms. Atkinson also has voting and dispositive control of Bourbon Brothers #14, LLC as manager.

Independence of the Board of Directors

Our Board of Directors currently consists of Messrs. Mudd, Roth, Lavigne, Steward, Fenlason, Cohen and Wood. Messrs. Steward, Fenlason, Cohen and Wood are the only directors or director nominees considered “independent” as that term defined by Section 803A of the NYSE MKT LLC Company Guide inasmuch as each of the other directors has had material relationships with the Company. The Board considers all relevant facts and circumstances in its determination of independence of all members of the Board.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Audit Fees.

Our independent registered public accounting firm, GHP Horwath, P.C., (“GHP Horwath”) performed services in the amount of approximately $58,000 for the calendar year ended December 31, 2014 and $45,000 for the calendar year ended December 31, 2013. These amounts were for professional services that GHP Horwath provided for the audit of our annual financial statements, as well as for reviews of our quarterly interim financial statements.

Audit-Related Fees.

None.

Tax Fees.

GHP Horwath did not bill us for any tax fees for the fiscal years ended December 31, 2014 and 2013.

All Other Fees.

GHP Horwath did not bill us for any other fees for the fiscal years ended December 31, 2014 and 2013.

Audit Committee’s Pre-Approval Practice

Inasmuch as the Company does not have an audit committee, the Company’s board of directors performs the functions of its audit committee. Section 10A(i) of the 1934 Act prohibits our auditors from performing audit services for us as well as any services not considered to be “audit services” unless such services are pre-approved by the board of directors (in lieu of the audit committee) or unless the services meet certain de minimis standards.

The board of directors has adopted resolutions that provide that the board must:

Pre-approve all audit services that the auditor may provide to us or any subsidiary (including, without limitation, providing comfort letters in connection with securities underwritings or statutory audits) as required by §10A(i)(1)(A) of the 1934 Act.

Pre-approve all non-audit services (other than certain de minimis services described in §10A(i)(1)(B) of the 1934 Act that the auditors propose to provide to us or any of our subsidiaries.

The board of directors considers at each of its meetings whether to approve any audit services or non-audit services. In some cases, management may present the request; in other cases, the auditors may present the request. The board of directors approved GHP Horwath performing our audit for the 2014 fiscal year.

PART IV

Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Exhibit Number		Description

2.1	Agreement and Plan of Merger and Reorganization with Art Dimensions, Inc.⁽¹⁾
2.2.1	Acquisition Agreement by and between Smokin Concepts Development Corporation, Bourbon Brothers Holding Company, LLC and JW Roth and Robert B. Mudd, dated September 30, 2013.⁽²⁾
2.2.2	First Amendment to Acquisition Agreement by and between Smokin Concepts Development Corporation, Bourbon Brothers Holding Company, LLC and JW Roth and Robert B. Mudd, dated November 8, 2013.⁽²⁾
2.2.3	Second Amendment to Acquisition Agreement by and between Smokin Concepts Development Corporation, Bourbon Brothers Holding Company, LLC and JW Roth and Robert B. Mudd, dated January 22, 2014.⁽³⁾
3.1	Articles of Incorporation, as amended through January 21, 2015. Filed Herewith.
3.2.	Bylaws, as amended through January 6, 2015. Filed Herewith.
10.1.1	Franchise Agreement by and between SH Franchising & Licensing LLC and Southern Hospitality Franchisee Holding Corporation, dated November 4, 2011, as amended by the First Amendment dated November 4, 2011, as amended by the Second Amendment dated November 9, 2012, and as amended by the Third Amendment dated January 9, 2013.⁽⁴⁾
10.1.2	Amendment and Release Agreement by and between SH Franchising & Licensing LLC, Southern Hospitality Franchisee Holding Corporation, and Southern Hospitality Denver, LLC, dated September 23, 2013.⁽⁵⁾
10.1.3	Fifth Amendment to the Franchise Agreement dated December 30, 2014. Filed Herewith.
10.1.4	Sixth Amendment to the Franchise Agreement dated February 13, 2014. Filed Herewith
10.2	2012 Stock Option Plan, as amended on January 22, 2014.⁽⁶⁾
10.3	Lease Agreement by and between Southern Hospitality Southern Kitchen Colorado Springs, LLC f/k/a Bourbon Brothers Southern Kitchen Colorado Springs, LLC and Bourbon Brothers, LLC, dated May 29, 2013.⁽⁷⁾
10.4	Standard Building Lease by and between Southern Hospitality Franchise Holding Corporation and ELMO, LLC dated April 15, 2012. Filed Herewith.
10.6.1	Lease Agreement by and between Bourbon Brothers Holding Company, LLC and Stradivarius Highlands, LLC, dated July 9, 2014.⁽⁸⁾
10.6.2	First Amendment to the Lease Agreement by and between Bourbon Brothers Holding Company, LLC and Stradivarius Highlands, LLC, dated September 17, 2014.⁽⁹⁾
10.6.3	Guaranty of Lease by and between Bourbon Brothers Holding Company, LLC and Stradivarius Highlands, LLC, dated September 17, 2014.⁽¹⁰⁾
10.7	License Agreement, as amended and restated, by and between Bourbon Brothers Holding Company, LLC and subsidiaries with Bourbon Brothers, LLC, dated April 18, 2013.⁽¹¹⁾
10.8	Loan Agreement by and between Bourbon Brothers #14, LLC and Bourbon Brothers Holding Corporation dated December 31, 2014. Filed Herewith.
14.1	Code of Ethics as adopted by the Board of Directors on January 22, 2014.⁽¹²⁾
21.1	List of subsidiaries and organization chart. Filed herewith.
31.1	Rule 13a-14(a)/15d-14(a) - Certification of Principal Executive Officer. Filed herewith.
31.2	Rule 13a-14(a)/15d-14(a) - Certification of Principal Financial Officer. Filed herewith.
32.1	Section 1350 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the SARBANES-OXLEY ACT of 2002. Filed herewith.
32.2	Section 1350 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the SARBANES-OXLEY ACT of 2002. Filed herewith.
101	Interactive data files. Filed herewith.

(1)

Incorporated by reference from the Company’s Annual Report on Form 10-K for the year ended December 31, 2012 and filed on March 8, 2013.

(2)

Incorporated by reference from the Company’s Current Report on Form 8-K dated November 8, 2013, and filed on January 17, 2014.

(3)

Incorporated by reference from the Company’s Current Report on Form 8-K dated January 22, 2014, and filed on January 27, 2014.

(4)

Incorporated by reference from the Company’s Annual Report on Form 10-K for the period ending December 31, 2013, and filed on March 19, 2014..

(5)

Incorporated by reference from the Company’s Quarterly Report on Form 10-Q for the period ending September 30, 2013, and filed on November 14, 2013.

(6)

Incorporated by reference from the Company’s Annual Report on Form 10-K for the period ending December 31, 2013, and filed on March 19, 2014.

(7)

Incorporated by reference from the Company’s Annual Report on Form 10-K for the period ending December 31, 201, and filed on March 19, 2014.

(8)

Incorporated by reference from the Company’s Quarterly Report on Form 10-Q for the period ending September 30, 2014, and filed on October 31, 2014.

(9)

Incorporated by reference from the Company’s Quarterly Report on Form 10-Q for the period ending September 30, 2014, and filed on October 31, 2014.

(10)

Incorporated by reference from the Company’s Quarterly Report on Form 10-Q for the period ending September 30, 2014, and filed on October 31, 2014.

(11)

Incorporated by reference from the Company’s Annual Report on Form 10-K for the period ending December 31, 2013, and filed on March 19, 2014.

(12)

Incorporated by reference from the Company’s Annual Report on Form 10-K for the period ending December 31, 2013, and filed on March 19, 2014.

In accordance with the requirements of Section 13 or 15(d) Exchange Act, we have duly caused this report to be signed on our behalf by the undersigned, thereunto duly authorized.

	BOURBON BROTHERS HOLDING CORPORATION

Date: March 6, 2015	By:	/s/ Mitchell Roth
		Mitchell Roth, President and acting Principal Executive Officer

Date: March 6, 2015	By:	/s/ Heather Atkinson
		Heather Atkinson, CFO, Secretary, Treasurer and acting Principal Accounting Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in their capacities and on the dates indicated.


Date: March 6, 2015	By:	/s/ Mitchell Roth
		Mitchell Roth, President and acting Principal Executive Officer

Date: March 6, 2015	By:	/s/ Heather Atkinson
		Heather Atkinson, CFO, Secretary, Treasurer and acting Principal Accounting Officer

Date: March 6, 2015	By:	/s/ JW Roth
		JW Roth, Director

Date: March 6, 2015	By:	/s/ David Lavigne
		David Lavigne, Director

Date: March 6, 2015	By:	/s/ Robert B. Mudd
		Robert B. Mudd, Director

Date: March 6, 2015	By:	/s/ Richard D. Steward
		Richard D. Steward, Director

Date: March 6, 2015	By:	/s/ James J. Fenlason
		James J. Fenlason, Director

Date: March 6, 2015	By:	/s/ Brent B. Wood
		Brent B. Wood, Director

BOURBON BROTHERS HOLDING CORPORATION

YEARS ENDED DECEMBER 31, 2014 AND 2013

CONTENTS

		PAGE
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Financial Statements:
Balance sheets as of December 31, 2014 and 2013		F-3
Statements of loss for the years ended December 31, 2014 and 2013		F-4
Statements of changes in equity for the years ended December 31, 2014 and 2013		F-5
Statements of cash flows for the years ended December 31, 2014 and 2013		F-6
Notes to financial statements		F-7 – F-25

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders of Bourbon Brothers Holding Corporation:

We have audited the accompanying consolidated balance sheets of Bourbon Brothers Holding Corporation and its subsidiaries (the “Company”) as of December 31, 2014 and 2013, and the related consolidated statements of loss, changes in equity, and cash flows for the years ended December 31, 2014 and 2013. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2014 and 2013, and the results of its operations and its cash flows for the periods then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has a limited operating history, it has suffered recurring losses from operations, and has an accumulated deficit at December 31, 2014. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ GHP Horwath, P.C.

Denver, Colorado

March 6, 2015

F-2

BOURBON BROTHERS HOLDING CORPORATION

CONSOLIDATED BALANCE SHEETS

	December 31			December 31,
	2014			2013

Assets
Current assets:
Cash and cash equivalents	$	1,182,099		$	13,611
Prepaid expenses and other		66,023			5,459
Inventory		64,091			31,559
Total current assets		1,312,213			50,629

Deposits		80,525			18,034
Deferred financing costs		28,369			-
Related party receivable		25,787			-
Intangible asset, net		40,625			45,625
Property and equipment, net		2,986,050			2,443,575
Total assets	$	4,473,569		$	2,557,863

Liabilities and equity
Current liabilities:
Accounts payable	$	91,792		$	81,015
Accrued expenses		229,539			78,568
Related party notes payable and accrued interest		117,318			204,877
Note payable and accrued interest		218,970			211,614
Convertible notes payable and accrued interest, current portion		129,589			60,000
Total current liabilities		787,208			636,074

Deferred rent		303,070			234,900
Convertible notes payable and accrued interest, less current portion,
(net of $528,019 (2014) and $295,872 (2013) discount)		722,439			532,844
Related party note payable (net of $731,880 (2014) discount)		520,184			-
Total liabilities		2,332,901			1,403,818

Commitments and contingencies

Equity
Preferred stock - par value $0.001;
Authorized Series A shares - 4,884,859
Issued and outstanding Series A shares - 4,884,859 (2014) and none (2013)		248,994			-
Common stock - no par value;
Authorized shares - 100,000,000
Issued and outstanding shares - 48,783,363 (2014) and 9,629,220 (2013)		7,916,942			4,925,860
Additional paid-in capital		2,602,171			1,086,609
Accumulated deficit		(8,692,743	)		(5,297,742	)
Total Bourbon Brothers Holding Corporation ("BBHC") equity		2,075,364			714,727
Noncontrolling interest		65,304			439,318
Total equity		2,140,668			1,154,045
Total liabilities and equity	$	4,473,569		$	2,557,863

See notes to consolidated financial statements.

F-3

BOURBON BROTHERS HOLDING CORPORATION

CONSOLIDATED STATEMENTS OF LOSS

	Year ended
	December 31,
	2014			2013

Revenue	$	5,144,491		$	2,098,925
Operating expenses:
Restaurant operating costs (related party $383,400 for 2014),
exclusive of depreciation and amortization below		5,490,495			2,321,817
General and administrative		2,405,191			1,213,751
Related party management services		-			409,388
Selling and marketing		444,216			18,974
Depreciation and amortization		436,228			250,757
Impairment of franchise fees		-			250,000
Total operating expenses		8,776,130			4,464,687

Loss from operations		(3,631,639	)		(2,365,762	)

Other expense:
Interest expense		(137,376	)		(515,680	)

Net loss	$	(3,769,015	)	$	(2,881,442	)

Net loss attributable to noncontrolling interest	$	(374,014	)	$	(318,595	)

Net loss attributable to BBHC		(3,395,001	)		(2,562,847	)

Net loss	$	(3,769,015	)	$	(2,881,442	)

Basic and diluted net loss per share attributable to BBHC common shareholders	$	(0.08	)	$	(0.29	)

Weighted average number of common shares outstanding - basic and diluted		42,302,121			8,882,809

See notes to consolidated financial statements.

F-4

BOURBON BROTHERS HOLDING CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

YEARS ENDED DECEMBER 31, 2014 AND 2013

													Additional					Non-
	Common Stock						Preferred Stock						paid-in		Accumulated			Controlling
	Shares			Amount			Shares			Amount			capital		Deficit			Interest			Total
Balances, December 31, 2012		6,980,270		$	2,725,200			-		$	-		$	673,626	$	(2,734,895	)	$	531,933		$	1,195,864
Issuance of common stock for cash		1,901,780			1,368,012			-			-			-		-			-			1,368,012
Conversion of notes payable to common shares		417,828			830,984			-			-			-		-			-			830,984
Stock issued for services		35,554			26,664			-			-			-		-			-			26,664
Warrant issued with a note payable		-			-			-			-			44,494		-			-			44,494
Contribution of cash by non-controlling members		-			-			-			-			-		-			225,980			225,980
Exercise of stock options		327,122			-			-			-			4,976		-			-			4,976
Stock-based compensation		-			-			-			-			263,513		-			-			263,513
Contributed services		-			-			-			-			100,000		-			-			100,000
Repurchase of shares for services		(33,334	)		(25,000	)		-			-			-		-			-			(25,000	)
Net loss		-			-			-			-			-		(2,562,847	)		(318,595	)		(2,881,442	)
Balances, December 31, 2013		9,629,220			4,925,860			-			-			1,086,609		(5,297,742	)		439,318			1,154,045
Issuance of common stock and warrants for cash		4,183,042			1,254,913			-			-			-		-			-			1,254,913
Acquisition of BBHCLLC for common and preferred shares		20,274,201			1,033,429			18,242,687			929,878			-		-			-			1,963,307
Stock issued for services		51,678			21,503			-			-			-		-			-			21,503
Exercise of stock options		192,832			53			-			-			-		-			-			53
Exercise of warrants		1,094,562			300			-			-			-		-			-			300
Conversion of preferred shares to common		13,357,828			680,884			(13,357,828	)		(680,884	)		-		-			-			-
Debt discount on convertible debt allocated to
warrants and beneficial conversion feature		-			-			-			-			308,626		-			-			308,626
Debt discount on long-term debt allocated to warrants														731,880								731,880
Stock-based compensation		-			-			-			-			475,056		-			-			475,056
Net loss		-			-			-			-			-		(3,395,001	)		(374,014	)		(3,769,015	)
Balances, December 31, 2014		48,783,363		$	7,916,942			4,884,859		$	248,994		$	2,602,171	$	(8,692,743	)	$	65,304		$	2,140,668

See notes to consolidated financial statements.

F-5

BOURBON BROTHERS HOLDING CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Years ended
	December 31,
	2014			2013
Cash flows from operating activities
Net loss	$	(3,769,015	)	$	(2,881,442	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of prepaid management services and guarantees		99,820			194,280
Amortization of debt discount		76,469			387,067
Stock-based compensation		475,056			308,033
Interest attributed to converted debt		47,556			30,985
Contributed services by related party		-			100,000
Stock issued for services		21,503			26,664
Depreciation and amortization		436,228			250,757
Impairment of intangible asset		-			250,000
Changes in operating assets and liabilities,net of business acquisition:
Prepaid expenses		226,054			42,104
Deposit		(24,614	)		-
Inventory		(32,532	)		(31,559	)
Accounts payable		10,777			(373,090	)
Related party payable		-			(8,659	)
Accrued expenses and interest		9,179			13,258
Deferred rent		68,170			2,335
Net cash used in operating activities		(2,355,349	)		(1,689,267	)
Cash flows from investing activities
Cash acquired in acquisition		869,907			-
Note receivable advance		(25,334	)		-
Purchase of property and equipment		(350,771	)		(1,238,298	)
Net cash provided by (used in) investing activities		493,802			(1,238,298	)
Cash flows from financing activities
Proceeds from exercise of a stock options		53			4,976
Contribution to subsidiary by non-controlling interest		-			225,980
Proceeds from exercise of warrants		300			-
Proceeds from issuance of related party promissory note		115,000			204,877
Sale of common stock and warrants		1,254,913			1,368,012
Proceeds from issuance of promissory notes and warrants		460,000			200,000
Proceeds from bank loan		2,055			-
Repurchase of shares for services from related party		-			(25,000	)
Proceeds from issuance of long-term debt, net		1,197,714			-
Net cash provided by financing activities		3,030,035			1,978,845
Net increase (decrease) in cash and cash equivalents		1,168,488			(948,720	)
Cash and cash equivalents, beginning		13,611			962,331
Cash and cash equivalents, ending	$	1,182,099		$	13,611
Supplemental disclosure of non-cash investing and financing activities:
Convertible notes and interest converted to common stock	$	-		$	830,984
Preferred stock converted to common stock	$	680,884		$	-
Acquisition of BBHCLLC in exchange for preferred and common stock	$	1,963,507		$	-
Debt discount related to beneficial conversion features and warrants	$	1,040,506		$	-
Cash paid for interest	$	16,215		$	21,600

See notes to consolidated financial statements.

F-6

BOURBON BROTHERS HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2014 AND 2013

NOTE 1 – ORGANIZATION, BASIS OF PRESENTATION AND MANAGEMENT’S PLANS

Organization

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

Basis of Presentation:

The Company’s subsidiary, SH Franchise & Licensing Corp. f/k/a Southern Hospitality Franchisee Holding Corporation (“SH”) entered into a franchise agreement and area development agreement with SH Franchising & Licensing LLC, dba Southern Hospitality BBQ (the “Franchisor”) in November 2011. In May 2012, SH formed Southern Hospitality Denver Holdings, LLC (“SHDH”), a wholly-owned subsidiary, and Southern Hospitality Denver, LLC (“SHD”). SHD was formed for the purpose of owning and operating the Company’s first franchised restaurant in Denver, Colorado. As of December 31, 2014 and 2013, SHD is 51% owned by SHDH and 49% owned by a non-controlling interest holder, Southern Hospitality Denver Investments, LLC, a related party.

On September 30, 2013, the Company entered into an Acquisition Agreement with Bourbon Brothers Holding Company, LLC (“BBHCLLC”) to acquire all of the equity interests in BBHCLLC and its subsidiaries (the “BB Transaction”). BBHCLLC is a Colorado limited liability company (“LLC”) formed in May 2013, for the purpose of developing and managing all aspects of operating units related to a recently developed “Bourbon Brothers” brand. The principals of BBHCLLC were also, at various times, on the board of directors of the Company, and therefore BBHCLLC is considered to be a related party. As of December 31, 2013, BBHCLLC was a development stage company. BBHCLLC’s subsidiaries (all LLCs formed in April 2013) include Bourbon Brothers Restaurant Group, LLC (“BBRG”), Bourbon Brothers Franchise, LLC (“BBF”) and Bourbon Brothers Brand, LLC (“BBB”). BBRG owns the stores to encompass several Bourbon Brothers brands, and owns Southern Hospitality Southern Kitchen Colorado Springs, LLC (“SHSK”) f/k/a Bourbon Brothers Southern Kitchen Colorado Springs, LLC, which opened its first restaurant in January 2014, and for which SHSK is 51% owned by BBRG as of the date of the BB Transaction and through December 31, 2014. BBRG also owns Bourbon Brothers Seafood and Chophouse Colorado Springs, LLC (“BBSF”). BBB manages all aspects of the Bourbon Brothers brand and anticipates establishing licensing and royalty agreements with producers of bourbon, spices, cigars and other products that fit the Company’s core brand. In July 2014, the Company announced that the board of directors approved a third restaurant concept and formed Southern Hospitality Lone Tree, LLC, f/k/a 53 Peaks Lone Tree, a Colorado-themed, casual dining restaurant, with the first location to be in Lone Tree, Colorado. This location is anticipated to open in April 2015 under the Southern Hospitality name. In connection with the planned restaurant, the Company entered into a Fifth Amendment to the Franchise Agreement (Note 6).

On January 22, 2014, the Company and BBHCLLC closed on the BB Transaction. On that date, the Company issued 20,274,201 shares of common stock to BBHCLLC Class B Non-Voting members and 18,242,687 shares of Series A Convertible Preferred Stock to BBHCLLC Class A Voting members. All outstanding options and warrants to acquire BBHCLLC units were assumed by the Company, applying a 1.82427 conversion ratio. The acquisition of BBHCLLC was accounted for using the acquisition method of accounting. The purchase price was allocated among the assets acquired and liabilities assumed at their estimated fair values, which management believes approximates the net book value of the assets and liabilities.

F-7

BOURBON BROTHERS HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2014 AND 2013

NOTE 1 – ORGANIZATION, BASIS OF PRESENTATION AND MANAGEMENT’S PLANS (CONTINUED)

Organization

The following table summarizes the estimated fair values of BBHCLLC’s assets and liabilities acquired at the acquisition date (January 22, 2014):

Cash	$	869,907
Prepaid and other current assets		362,974
Property and equipment		622,932
Deposits and other assets		242,754
Accounts payable and accrued expenses		(135,260	)
Purchase price (estimated fair value of common and preferred shares issued)	$	1,963,307

The pro forma effects on the Company’s consolidated results of operations for the year ended December 31, 2014, as if the acquisition had occurred on January 1, 2014, are not material. The pro forma effects of the acquisition related to the year ended December 31, 2013, as if the acquisition occurred at the beginning of the year, would have had no effect on revenues of $2,098,925, increased loss from operations to $3,360,365, increased net loss to $3,876,045 and increased net loss per share to $0.44, after giving effect to the pro forma adjustment to increase the weighted average number of common shares.

Management’s Plans

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company reported a net loss of approximately $3.9 million and $2.9 million for the years ended December 31, 2014 and 2013, respectively, and has an accumulated deficit of approximately $8.8 million at December 31, 2014. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

The Company has devoted substantially all of its efforts to developing its business plan, raising capital, and opening and operating additional restaurants. Through 2014, the Company had been largely focused on its Colorado Springs-based restaurant and working to obtain profitable operations. The Company has also been working to open its third Colorado restaurant which is scheduled to open in April 2015.

The Company began revenue generating activities in late February 2013 with the opening of its first Denver restaurant, and in January 2014, BBHCLLC’s restaurant, located in Colorado Springs, Colorado, opened and began generating revenues. The Company cannot provide any assurance it will be able to raise funds through a future issuance of debt or equity. The Company’s continued implementation of its business plan is dependent on its future profitability and engaging in strategic transactions, or on additional debt or equity financing, which may not be available in amounts or on terms acceptable to the Company or at all. As a consequence, if the Company is unable to achieve and maintain profitability through its restaurant operations, enter into strategic transactions, or obtain additional financing in the near term, the Company may be required to delay its business plan implementation, which would have a material adverse impact on the Company.

F-8

BOURBON BROTHERS HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2014 AND 2013

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its subsidiaries. All material intercompany accounts, transactions, and profits are eliminated in consolidation.

Accounting guidance provides a framework for determining whether an entity should be considered a variable interest entity (VIE), and if so, whether the Company’s involvement with the entity results in a variable interest in the entity. If the Company determines that it does have a variable interest in the entity, it must perform an analysis to determine whether it represents the primary beneficiary of the VIE. If the Company determines it is the primary beneficiary of the VIE, it is required to consolidate the assets, liabilities and results of operations and cash flows of the VIE into the consolidated financial statements of the Company.

A company is the primary beneficiary of a VIE if it has a controlling financial interest in the VIE. A company is deemed to have a controlling financial interest in a VIE if it has both (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb the losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE.

The Company has concluded that there are no VIE’s subject to consolidation at December 31, 2014. While the Company believes its evaluation is appropriate, future changes in estimates, judgments and assumptions in the case of an evaluation triggered by a reconsideration event as defined in the accounting standard may affect the determination of primary beneficiary status and the resulting consolidation, or deconsolidation, of the assets, liabilities and results of operations of a VIE on the Company’s consolidated financial statements.

Use of Estimates

The process of preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues, costs and expenses during the reporting period. The areas that require management’s most significant estimates are impairment of long-lived assets, allocation of the purchase price for business combinations, estimating the fair value of debt and equity instruments, and share-based compensation. Actual results could differ from the estimates. Changes in estimates are recorded in the period of change.

Fair Value Measurements

The Company accounts for financial instruments pursuant to accounting guidance which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair measurements. To increase consistency and comparability in fair value measurements, the accounting guidance established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows:

Level 1 – quoted prices (unadjusted) in active markets of identical assets or liabilities;

Level 2 – observable inputs other than Level 1, quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets in markets that are not active, and model-derived prices whose inputs are observable or whose significant value drivers are observable; and

Level 3 – assets and liabilities whose significant value drivers are unobservable.

Observable inputs are based on market data obtained from independent sources, while unobservable inputs are based on the Company’s market assumptions. Unobservable inputs require significant management judgments or estimation. In some cases, the inputs used to measure an asset or liability may fall into different levels of the fair value hierarchy. In those instances, the fair value measurement is required to be classified using the lowest level of input that is significant to the fair value measurement. Such determination requires significant management judgment. There were no financial assets or liabilities measured at fair value, with the exception of cash and cash equivalents as of December 31, 2014 and 2013.

The carrying amounts of accounts payable and notes payable approximate their fair values due to their short-term maturities. The carrying value of long term debt approximates fair value as the interest rates are at interest rates that approximate market rates for borrowings with similar terms and maturities. The carrying amounts of related party receivables and payables are not practicable to estimate based on the related party nature of the underlying transaction.

F-9

BOURBON BROTHERS HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2014 AND 2013

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Non-controlling Interest

The non-controlling interest represents capital contributions, income and loss attributable to the owners of less than wholly-owned consolidated entities (SHD and SHSK), and are reported in equity. From inception through December 31, 2014, in exchange for their interest in SHD, the non-controlling members contributed $897,465 in cash, of which $0 and $225,980 was contributed during the years ended December 31, 2014 and 2013, respectively.

Pre-opening Costs

Pre-opening costs, such as travel and employee payroll and related training costs are expensed as incurred and include direct and incremental costs incurred in connection with the opening of each restaurant. Pre-opening costs also may include non-cash rental costs under operating leases incurred during a construction period.

Cash and Cash Equivalents

From time to time, the Company maintains cash equivalents that include short-term highly liquid investments with an original a maturity of three months or less when purchased. The Company has no cash equivalents at December 31, 2014 and 2013. In addition, the majority of payments due from financial institutions for the settlement of debit card and credit card transactions process within two business days, and therefore these payments due are classified as cash and cash equivalents.

Inventory

Inventory consists of food and beverages and is stated at the lower of cost (first-in, first-out) or market.

Deferred Financing Costs

Deferred financing costs are amortized over the term of the related debt using the straight-line method, which is not materially different than the effective-interest method.

Property and Equipment

Management reviews property and equipment, including leasehold improvements, for impairment when events or circumstances indicate these assets might be impaired. The Company's management considers, or will consider, such factors as the Company's history of losses and the disruptions in the overall economy in preparing an analysis of its property, including leasehold improvements, to determine if events or circumstances have caused these assets to be impaired. Management bases this assessment upon the carrying value versus the fair value of the asset and whether or not that difference is recoverable. Such assessment is performed on a restaurant-by-restaurant basis and includes relevant facts and circumstances including the physical condition of the asset. If management determines the carrying value of the restaurant assets exceeds the projected future undiscounted cash flows, an impairment charge would be recorded to reduce the carrying value of the restaurant assets to their fair value. Management determined that no impairment existed at December 31, 2014 and 2013.

Leasehold improvements are stated at cost. Property and equipment costs directly associated with the acquisition, development and construction of a restaurant are capitalized. Expenditures for minor replacements, maintenance and repairs are expensed as incurred. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, and leasehold improvements are amortized over the shorter of the lease term or the estimated useful lives of the assets. Property and equipment are not depreciated/amortized until placed in service. Upon retirement or disposal of assets, the accounts are relieved of cost and accumulated depreciation and the related gain or loss is reflected in earnings.

F-10

BOURBON BROTHERS HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2014 AND 2013

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Capitalized Interest

Interest on funds used to finance the acquisition and construction of a restaurant to the date the asset is placed in service is capitalized.

Leases and Deferred Rent

The Company leases and intends to lease substantially all of its restaurant properties. For leases that contain rent escalation clauses, the Company records the total rent payable during the lease term and recognizes expense on a straight-line basis over the initial lease term, including the "build-out" or "rent-holiday" period where no rent payments are typically due under the terms of the lease. Any difference between minimum rent and straight-line rent is recorded as deferred rent. Additionally, contingent rent expense based on a percentage of revenue is accrued and recorded to the extent it is expected to exceed minimum base rent per the lease agreement based on estimates of probable levels of revenue during the contingency period. Long-term deposits on leases in the amount of $80,525 and $18,034 are recorded as of December 31, 2014 and 2013, respectively. Deferred rent also includes a tenant improvement allowance the Company received in 2012 for $150,000, which is amortized as a reduction of rent expense, also on a straight-line basis over the initial term of the lease.

Revenue Recognition

The Company began revenue-generating activities through the Denver restaurant on February 21, 2013. The Company began accounting for such revenues pursuant to SEC Staff Accounting Bulletin (“SAB”) No. 104, Revenue Recognition, and applicable related guidance. Revenue is derived from the sale of prepared food and beverage and select retail items. Revenue is recognized at the time of sale and is reported on the Company's consolidated statements of income (loss) net of sales taxes collected. The amount of sales tax collected is included in accrued expenses until the taxes are remitted to the appropriate taxing authorities.

The Company sells gift cards which do not have an expiration date, and it does not deduct dormancy fees from outstanding gift card balances. The Company recognizes revenue from gift cards when: (i) the gift card is redeemed by the customer; or (ii) the likelihood of the gift card being redeemed by the customer is remote (gift card breakage), and the Company determines that there is not a legal obligation to remit the unredeemed gift card balance to the relevant jurisdiction. The Company did not recognize any revenue related to unredeemed gift card breakage in 2014 or 2013. Unearned gift card revenue (presented within accrued expenses) at December 31, 2014 and 2013, was approximately $22,880 and $1,000, respectively.

Advertising Expenses

Advertising costs are expensed as incurred. Total advertising expenses were approximately $444,400 and $19,000, for the years ended December 31, 2014 and 2013, respectively.

F-11

BOURBON BROTHERS HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2014 AND 2013

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Stock-Based Compensation

Income Taxes

The Company determines its income tax expense (benefit) in each of the jurisdictions in which it operates. Income tax includes an estimate of the current income tax expense (benefit), as well as deferred income tax expense, which results from the determination of temporary differences arising from the different treatment of items for book and tax purposes.

The Company files income tax returns in the U.S. federal jurisdiction and in various state and local jurisdictions. Periods subject to examination for the Company’s federal and state income tax returns are 2011 through the 2014 tax year.

Certain of the Company’s subsidiaries are limited liability companies (“LLC’s”), which are treated for tax purposes as pass-through entities. As a result, any taxes are the responsibility of the respective members.

The Company assesses the likelihood of the financial statement effect of a tax position that should be recognized when it is more likely than not that the position will be sustained upon examination by a taxing authority based on the technical merits of the tax position, circumstances, and information available as of the reporting date. Management does not believe that there are any uncertain tax positions that would result in an asset or liability for taxes being recognized in the accompanying consolidated financial statements. The Company recognizes tax related interest and penalties, if any, as a component of income tax expense.

F-12

BOURBON BROTHERS HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2014 AND 2013

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Net loss per share

Basic net loss per share is computed by dividing the net loss applicable to common shareholders by the weighted-average number of shares of common stock outstanding for the period. Diluted net loss per share reflects the potential dilution that could occur if dilutive securities were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company, unless the effect of such inclusion would reduce a loss or increase earnings per share. For each of the periods presented in the accompanying consolidated financial statements, the effect of the inclusion of dilutive shares would have resulted in a decrease in loss per share. Common stock options, warrants and shares underlying convertible debt aggregating 9,591,056 and 8,882,809 for the years ended December 31, 2014 and 2013, respectively, have been excluded from the calculation of diluted net loss per common share.

Recently Issued Accounting Standards

Management has not identified any other recently issued accounting standards that it believes may have a significant impact on the Company’s consolidated financial statements.

F-13

BOURBON BROTHERS HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2014 AND 2013

NOTE 3 – INTANGIBLE ASSET

Franchise Agreements

In 2011, the Company paid $300,000 for the non-exclusive rights and license to use the Southern Hospitality system and Southern Hospitality licensed marks in connection with the planned operation of ten restaurants to be owned and operated by the Company under franchise and related area development agreements. These costs were allocable to each planned restaurant.

In September 2013, the Company terminated the Area Developer Agreement (“ADA”) with the Franchisor. As a result of the termination of the ADA, the Company determined this event resulted in an impairment to the intangible asset, and a resulting impairment expense was recorded in the year ended December 31, 2013, of $250,000. The intangible asset at December 31, 2014, represents franchise license costs for the Denver restaurant (net of accumulated amortization of $9,375).

Amortization began in February 2013 with the opening of the Company’s Denver-based restaurant. Amortization expense of $5,000 and $4,375 was recorded for the years ended December 31, 2014 and 2013, respectively. Amortization expense for the next five years is estimated to be as follows:

2015	$	5,000
2016		5,000
2017		5,000
2018		5,000
2019		5,000
Thereafter		15,625
	$	40,625

The Company licenses the rights to the trademark “Bourbon Brothers” and certain intellectual property, as defined, from a related party, Bourbon Brothers LLC (“BBLLC”), for use in the Company’s business operations. BBLLC has granted an exclusive license to use and to sublicense the tradename and intellectual property for an initial ten-year term. The agreement shall automatically renew for additional terms of ten-years each without any action required by either party. This license agreement does not require the payment of royalties or any other consideration.

F-14

BOURBON BROTHERS HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2014 AND 2013

NOTE 4 – PROPERTY AND EQUIPMENT

As of December 31, 2014 and 2013, property and equipment consists of the following:


	December 31,			December 31,
	2014			2013			Useful lives

Leasehold improvements	$	2,227,438		$	2,146,322		10 years
Website development		21,500			13,500		3 years
Equipment		1,299,220			478,194		3-7 years
Computers and hardware		116,275			52,742		5 years
		3,664,433			2,690,758
Less accumulated depreciation		(678,383	)		(247,183	)
	$	2,986,050		$	2,443,575

Depreciation expense for the years ended December 31, 2014 and 2013 was $431,200 and $247,000, respectively.

NOTE 5 – NOTES PAYABLE

Convertible Notes:

Beginning in October 2011, the Company began selling 5% promissory notes (the “Notes”) along with shares of the Company’s common stock. Investors received one share of common stock for each one dollar of principal amount loaned to the Company. The Notes bear interest at 5% per annum, they are unsecured, and their maturity dates are seven years from their issue date. The Company sold $3,086,388 of notes from October 2011 through November 2012. Quarterly payments are applied against accrued interest first, then principal. The minimum aggregate quarterly payment to Note holders is 2.5% of the Company’s portion of gross quarterly revenues from each Southern Hospitality BBQ restaurant. The first minimum quarterly payment of $7,297 was paid in May 2013 (45 days after the first calendar quarter in which the Denver restaurant opened which occurred on February 21, 2013). Payments made in the years ended December 31, 2014 and 2013, were $2,409 and $21,600, respectively. At December 31, 2014, the Company has not made all required payments of interest on the Notes. The Company may cure this deferral in interest payments within a defined period of time, as provided for in the note agreements, thus preventing the Notes from becoming callable.

By their original terms, the Notes and accrued interest became convertible, at the option of the holder, upon the Company’s common stock becoming publicly traded on November 13, 2012. The conversion price is 80% of the 20-day average closing sales price on the date conversion is elected, but not less than $0.50 per share. The Company determined that there was a beneficial conversion feature associated with the Notes in the amount of $283,500 related to the intrinsic value of the conversion feature before the Company’s stock became public. The Company recorded the beneficial conversion feature as a discount to the Note and is amortizing the amount to interest over the term of the Notes. Approximately $49,100 and $82,300 was amortized for the years ended December 31, 2014 and 2013, respectively. During the year ended December 31, 2013, there was $830,984 of Notes and accrued interest converted into 417,828 common shares at conversion prices between $1.82 and $2.30 per share. No Notes were converted in 2014. At December 31, 2014 and 2013, the balance of the Notes and accrued interest, net of discount, was approximately $665,900 and $592,800, respectively.

Beginning in August 2014, the Company began selling 6.5% promissory notes (the “2014 Notes”) along with warrants to purchase the Company’s common stock. Investors received a warrant to purchase four shares of common stock for each one dollar of principal amount loaned to the Company with an exercise price of $0.40 per share exercisable for three years. The 2014 Notes bear interest at 6.5% per annum, they are unsecured, and their maturity dates are five years from their issue date. The Company sold $460,000 of notes from August 2014 through December 2014. At December 31, 2014, the balance of the notes and accured interests, net of discount, was approximatley $182,200. Subsequent to December 31, 2014, the Company sold an additional $30,000 of notes. By their original terms, the 2014 Notes and accrued interest become convertible, at the option of the holder, after two years from the issue date. The conversion price is the lower of 80% of the 20-day average closing sales price on the date conversion is elected or $0.25 per share.

F-15

BOURBON BROTHERS HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2014 AND 2013

NOTE 5 – NOTES PAYABLE (CONTINUED)

Convertible Notes:

The 2014 Notes were recorded at $151,200 after discounting the convertible notes based on the relative fair value of the warrants issued with the debt, of approximately $188,800. The warrants were issued with the convertible debt and their relative fair value was determined using the Black-Scholes option pricing model. Additionally, the convertible notes were further discounted, as the Company determined that the convertible debt contained a beneficial conversion feature and recorded an additional debt discount of approximately $120,000. Approximately $14,800 was amortized as additional interest for the year ended December 31, 2014.

The assumptions used in the Black-Scholes model to determine the fair value of warrants are as follows: (1) dividend yield of 0%, (2) expected volatility of 205%, (3) weighted average risk-free interest rate of 0.78%, (4) contractual life of 3.0 years, and fair value of the Company’s shares of $0.23 to $0.30 per share. The relative fair value attributable to the warrants and the beneficial conversion feature have been recorded as a discount and deducted from the face value of the convertible debt in the accompanying consolidated balance sheet. The discount applied to the 2014 notes is being amortized over the five-year term of the convertible notes.

Promissory Note:

During the year ended December 31, 2013, the Company issued a promissory note with an aggregate face value of $200,000, along with a warrant to purchase 50,000 shares of the Company’s common stock. This note bears interest at 5% per annum and is unsecured. The holder of the note received additional consideration in the form of a fully vested warrant to purchase 50,000 common shares at an exercise price of $0.50 per share exercisable for three years from the date of execution of the note. The Company determined the relative fair value of the warrant to be approximately $44,000, which was recorded as a discount to the note payable, which was amortized over approximately three months (Note 8).

Bank Financing:

In November 2014, 53 Peaks Lone Tree LLC, a wholly-owned subsidiary of the Company, subsequently renamed Southern Hospitality Lone Tree, LLC, and Rocky Mountain Bank & Trust entered into a bank financing agreement to purchase kitchen equipment for the restaurant location. The agreement provides for financing up to $200,000, of which the Company had drawn approximately $2,000 by December 31, 2014. This loan bears interest at 6%. Monthly interest-only payments begin in December 2014 for six months. Thereafter, monthly principal and interest payments of approximately $5,000 are due through maturity in May 2020. The agreement was personally guaranteed by two directors of the Company. Their personal guarantees were subsequently released, and the agreement is now collateralized by the kitchen equipment at the Lone Tree and SHD restaurants.

Related Party Promissory Notes:

On August 1, 2013, the Company entered into an unsecured promissory note with BBHCLLC. The note was for $249,301 (a balance of $204,877 at December 31, 2013) with a maturity date of February 1, 2014. The note included a 5% annual interest rate and terms in case of default in which the loan could have been converted into common stock of the Company by the note holder at no less than $0.10 a share. The note and unpaid interest was extinguished on the date the Company and BBHCLLC successfully closed the BB Transaction.

The Company issued short-term promissory notes totaling $90,000 in the third quarter of 2014 to two shareholders. These notes bear interest at 10% per annum, are unsecured, and have a maturity date of 180 days after the date of execution (March 28, 2015). In addition, the Company issued a short-term, unsecured promissory note for $25,000 on November 13, 2014, to a third shareholder. This note was subsequently paid off in full in January 2015.

F-16

BOURBON BROTHERS HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2014 AND 2013

NOTE 5 – NOTES PAYABLE (CONTINUED)

Related Party Loan Agreement:

On December 31, 2014, the Company entered into a Loan Agreement and associated Promissory Note (the “Loan Agreement”) with Bourbon Brothers #14, LLC (“BB14”) which provides for an unsecured term loan in the aggregate original principal amount of $1,250,000 (the “Loan”). The Company received net proceeds of $1,197,714 after loan closing fees. BB14 is a related party entity, controlled by certain shareholders of the Company. The Company is to pay interest on the Loan at the greater of 9.5% or 6.25% per annum plus the prime rate announced by the Wall Street Journal. In addition, the Company is to pay a monthly loan servicing fee in the amount of 1% of the principal balance of the Loan. The entire principal balance of the Loan, plus any accrued and unpaid interest, is due on December 29, 2016, unless the Company exercises its option to extend the term of the Loan. Extension of the Loan requires certain conditions to be met at the time of the extension.

In connection with the Loan, the Company issued a warrant to BB14 for the purchase of 7,500,000 shares of common stock exercisable for a period of five years at $0.10 per share with the warrant vesting in one year. BB14 assigned part of the warrant to purchase 500,000 to Heather Atkinson for her services as manager of BB14. BB14 funded the Loan with financing BB14 received from a third-party lender. JW Roth, a director of the Company, personally guaranteed the BB14 Loan to obtain financing to facilitate the Loan. To compensate JW Roth, the Company issued a warrant to Mr. Roth for the purchase of 7,500,000 shares of common stock exercisable for a period of five years at $0.10 per share with the warrant vesting in one year. The Company determined the relative fair value of the warrants to be approximately $731,800, which has been recorded as a discount to the Loan principal balance, and which is to be amortized over the term of the Loan.

Scheduled Maturity Table:

Scheduled maturities of notes payable for the next five years and thereafter as of December 31, 2014, are as follows:

Year ending December 31:
2015	$	315,000
2016		1,250,000
2017		-
2018		839,481
2019		460,000
Thereafter		-
		2,864,481
Less total discount on notes payable		(1,259,899	)
Add accrued interest at December 31, 2014		103,918
		1,708,500
Less current portion		465,877
Non-current portion	$	1,242,623

NOTE 6 – COMMITMENTS AND CONTINGENCIES

Commitments:

Franchise agreement

The Company operates its Denver restaurant property under a franchise agreement with the Franchisor under an initial ten-year term, renewable for two additional five-year terms. Pursuant to the franchise agreement, the Company is to pay royalty fees based on a percentage of gross revenues (generally between 3% and 5% of gross sales, as defined), plus additional fees and costs for marketing, training, inventory and other franchisor costs. Two officers of the Company have personally guaranteed royalty payments to the Franchisor.

In September 2013, the Company amended the Franchise Agreement with the Franchisor. The amendment resulted in a substantial reduction in the royalty fees for the Company’s Denver restaurant to be paid to the Franchisor beginning January 1, 2014. The reduced rate is 2.5% of gross sales, subject to a monthly floor of $5,000.

F-17

BOURBON BROTHERS HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2014 AND 2013

NOTE 6 – COMMITMENTS AND CONTINGENCIES (CONTINUED)

Commitments:

Franchise agreement

On December 30, 2014, SHD entered into a Fifth Amendment to its Franchise Agreement (the “FA”) with the Franchisor in connection with the opening of a new Southern Hospitality restaurant in Lone Tree, Colorado. Under the FA, SHD partially assigned its rights to Southern Hospitality Lone Tree, LLC, a wholly owned subsidiary of the Company (“SH Lone Tree”) to use the Franchisor’s marks, business methods, proprietary products, confidential information and intellectual property to operate a Southern Hospitality restaurant. In addition, pursuant to the FA, the Franchisor waived certain initial fees in connection with SH Lone Tree opening a restaurant in Lone Tree, Colorado.

For the years ended December 31, 2014 and 2013, the Company incurred franchise royalty expense of $59,000 and $98,000, respectively.

Leases:

In April 2012, the Company entered into a ten-year, non-cancellable lease for the restaurant in Denver, Colorado. This lease provides for two, five-year renewal options. Rent payments are approximately $16,000 per month plus certain common area maintenance charges, as defined, and are subject to escalation provisions. Lease expense was approximately $194,120 and $190,000 for the years ended December 31, 2014 and 2013, respectively. A long-term deposit on the lease in the amount of $18,034 is recorded as of December 31, 2014.

The Company has a 10-year lease with Bourbon Brothers, LLC (“BBLLC”), a related party, for the real property in connection with the restaurant location in Colorado Springs. The lease commenced upon taking possession of the premises on January 11, 2014. Rent is approximately $33,340 per month for the first 60 months, and thereafter subject to adjustment every 60 months. This lease provides for one, ten-year renewal option. A long-term deposit on the lease in the amount of $32,083 is recorded as of December 31, 2014. Related party lease expense was approximately $383,000 for the year ended December 31, 2014, respectively.

In July 2014, the Company entered into a ten-year, non-cancellable lease for the restaurant in Lone Tree, Colorado. The lease provides for an initial lease term of ten years and for two, five-year renewal options. Rent payments are approximately $9,900 per month plus certain common area maintenance charges, and are subject to escalation provisions. This location is anticipated to open in April 2015 at which time the lease is to commence. A long-term deposit on the lease in the amount of $24,614 is recorded as of December 31, 2014.

On January 1, 2014, the Company assumed a lease from a related party for the corporate office in Colorado Springs. The lease is for 78 months with an unaffiliated party. Monthly rent is $5,800 per month escalating up to $6,000 per month in year six. A long-term deposit in the amount of $5,794 is recorded as of December 31, 2014. Lease expense for 2014 on this lease was $69,600.

F-18

BOURBON BROTHERS HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2014 AND 2013

NOTE 6 – COMMITMENTS AND CONTINGENCIES (CONTINUED)

Commitments:

Leases:

The future minimum lease payments are as follows:

	Third Party		Related Party		Total
2015	$	373,440	$	401,092	$	774,532
2016		381,663		401,092		782,755
2017		315,416		401,092		715,508
2018		320,780		401,092		721,872
2019		327,335		401,092		728,427
Thereafter		1,212,525		1,621,080		2,833,605
	$	2,931,159	$	3,626,540	$	6,556,699

Through July 2013, the Company also paid rent and rent-related expenses to Accredited Members Acquisition Corporation (“AMAC”), a related party (Note 9), on a month-to-month basis for office space at the AMAC corporate headquarters in Colorado Springs, Colorado. This arrangement began in October 2011 and terminated July 31, 2013, as the Management Service Agreement terminated. Base rental payments were approximately $3,500 per month. Related party rent expense was $25,545 for the year ended December 31, 2013 (none in 2014), which is included in general and administrative expense.

Contingencies:

From time to time, the Company may become party to litigation and other claims in the ordinary course of business. To the extent that such claims and litigation arise, management provides for them if upon the advice of counsel, losses are determined to be both probable and estimable.

F-19

BOURBON BROTHERS HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2014 AND 2013

NOTE 7 – INCOME TAXES

At December 31, 2014, the Company has approximately $7,021,000 of net operating loss carry-forwards which expire between 2031 and 2034. The net operating loss carry-forwards may be subject to certain restrictions in the future, particularly in the event of a change in ownership under Internal Revenue Code Section 382.

Deferred tax assets and liabilities are recorded based on the difference between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes, as measured by the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are carried on the balance sheet with the presumption that they will be realizable in future periods when pre-tax income is generated. A valuation allowance is required to reduce the deferred tax assets reported if, based on the weight of the evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The net operating loss carry-forwards may be subject to certain restrictions in the future, particularly in the event of a change in ownership under Internal Revenue Code Section 382.

Deferred tax assets and liabilities represent the future impact of temporary differences between the financial statement and tax bases of assets and liabilities. The Company’s net deferred tax assets have been fully reserved, effectively by a valuation allowance, because management does not believe realization of the deferred tax assets is sufficiently assured at the balance sheet date.

The deferred tax assets (liabilities) and associated valuation allowance at December 31, 2014 and 2013, are as follows:

	2014			2013
Current assets:
Stock based compensation	$	370,000		$	157,000
		370,000			157,000
Non-current assets:
Intangible assets		7,000			-
Property and equipment		157,000			-
Net operating loss carryforwards		2,598,000			1,665,000
		2,762,000			1,665,000
		3,132,000			1,822,000
Valuation allowance		(3,132,000	)		(1,822,000	)
Net deferred tax assets	$	-		$	-

F-20

BOURBON BROTHERS HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2014 AND 2013

NOTE 7 – INCOME TAXES (CONTINUED)

No income tax benefit was recognized for the years ended December 31, 2014 and 2013, as indicated below:

	2014			2013
Deferred tax benefit:
Federal	$	(1,204,000	)	$	(1,025,000	)
State		(106,000	)		(89,000	)
		(1,310,000	)		(1,114,000	)
Increase in valuation allowance		1,310,000			1,114,000
	$	-		$	-

A reconciliation of income tax computed at the U.S. statutory tax rate of 34% to the effective income tax rate is as follows:

	2014			2013
Statutory rate		34%			34%
State taxes		3			3
Permanent differences and other		(7	)		(10	)
Valuation allowance		(30	)		(27	)
Effective rate		-			-

NOTE 8 – EQUITY

Preferred stock:

Each share of Series A Convertible Preferred Stock (“Series A Stock”) is entitled to 25 votes and is convertible into shares of common stock on a one-for-one basis. Other rights of the Series A convertible preferred are identical to the common stock rights.

On January 22, 2015, the Company filed an amendment to its Amended and Restated Articles of Incorporation (the “Amendment”) with the Colorado Secretary of State. During the year ended December 31, 2014 and as of January 22, 2015, 13,357,828 shares of Series A Stock have converted into shares of common stock of the Company. The Certificate of Designation of the Company’s Series A Stock requires that any shares of Series A Stock that are converted into Common Stock be cancelled and are not available for reissuance by the Company. The Amendment became effective immediately on its filing with the Colorado Secretary of State. The Amendment reduced the total number of authorized shares of capital stock of the Company by 13,357,841 shares. The total number of authorized shares of the Company is now 4,884,859 shares designated as preferred stock, of which all is designated as Series A Stock, and all of which is outstanding as of December 31, 2014.

Common stock:

In 2014, the Company issued a total of 4,183,042 units (each unit consisting of both common stock and warrants to purchase common stock) for total cash proceeds of $1,254,913. The units included 4,183,042 shares of common stock issued in two tranches at $.30 and $.50 per share with 2,564,614 warrants issued with an exercise price of $.50 per share and are exercisable at varying dates prior to December 1, 2017. In 2013, the Company issued 1,901,780 shares of common stock for cash of $1,368,012 at $0.75 per share.

In connection with services provided to the Company, the Company issued 30,000 common shares valued at $15,000 ($0.50 per share) and 21,678 common shares valued at $6,503 ($0.30 per share) during the year ended December 31, 2014. In connection with services provided to the Company, the Company issued 35,554 common shares valued at $26,664 ($0.75 per share) during the year ended December 31, 2013.

Notes payable and accrued interest of $830,984 were converted into 417,828 shares of common stock during the year ended December 31, 2013.

F-21

BOURBON BROTHERS HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2014 AND 2013

NOTE 8 – EQUITY (CONTINUED)

Stock options:

Effective November 13, 2012, the Company adopted the 2012 Stock Option Plan (the “Plan”). Under the Plan, the Company may grant stock options, restricted and other equity awards to any employee, consultant, independent contractor, director or officer of the Company. A total of 3 million shares of common stock may be issued under the Plan (which number is subject to adjustment as described in the Plan).

In 2012, the Company granted stock options to the Company’s CEO to purchase an aggregate of 660,368 shares of common stock. The Company’s CEO was granted a five-year term option to acquire 660,368 shares of Company common stock at approximately $0.015 per share with 66,035 options vesting immediately and the remaining options vesting upon the achievement of the performance objectives determined by management, as defined. During the three months ended March 31, 2013, the CEO exercised the vested options for $995. In March 2013, the board of directors modified the stock option agreement, revising the vesting conditions of the agreement from performance objectives to a service condition. Under the revised agreement, 264,149 options were to vest in March 2014, and the remaining 330,184 shares vest in March 2015. The Company valued the modified options at the modification date. Based on the Black Scholes option pricing model, the fair value of the modified share option is $1.44 per option. In June 2013, the Company’s CEO resigned his position. In connection with his resignation, the Company agreed to accelerate the vesting of a portion of his options for 264,149 shares from March 2014 to June 2013. The Company valued the modified options at the modification date which resulted in approximately $198,000 of stock option expense recorded in 2013. The CEO exercised these options in a cashless exercise, and the stock certificate was held by the Company per a lock-up provision until March 2014, at which time the certificate was released by the Company.

The stock-based compensation cost related to options that have been included as a charge to general and administrative expense in the statements of operations was approximately $366,400 and $119,000 for the years ended December 31, 2014 and 2013, respectively. As of December 31, 2014, there was approximately $297,500 of unrecognized compensation cost related to non-vested stock options. The cost is expected to be recognized over a weighted-average period of less than five years.

The Company uses the Black-Scholes option pricing model to determine the weighted average fair value of options. The weighted-average fair value of options granted during the years ended December 31, 2014 and 2013 was $0.17 and $0.96 per share. The assumptions utilized to determine the fair value of options granted during the years ended December 31, 2014 and 2013, are as follows:

	2014			2013
Risk free interest rate		0.79	%		0.79	%
Expected volatility		205	%		105	%
Expected term	5 years			2-5 years
Expected dividend yield		0			0

The expected term of stock options represents the period of time that the stock options granted are expected to be outstanding. The expected volatility is based on the historical price volatility of the common stock of similar companies. The risk-free interest rate represents the U.S. Treasury bill rate for the expected term of the related stock options. The dividend yield represents the anticipated cash dividend over the expected term of the stock options.

F-22

BOURBON BROTHERS HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2014 AND 2013

NOTE 8 – EQUITY (CONTINUED)

The following tables set forth the activity in the Company's Plan for the year ended December 31, 2014 and 2013:

						Weighted
				Weighted		average
	Shares			average		remaining		Aggregate
	under			exercise		contractual		intrinsic
	option			price		life		value
Outstanding at January 1, 2014		50,000		$	1.50			$	-
Granted		3,011,871			0.47		-		-
Exercised		(192,832	)		*		-		-
Forfeited/cancelled		(233,000	)		0.32		-		-
Outstanding at December 31, 2014		2,636,039			0.29		3.98	$	647,666
Exercisable at December 31, 2014		1,205,042		$	0.31		3.67	$	59,339
*less than $0.01

The aggregate intrinsic value in the table above represents the total intrinsic value (the difference between the estimated fair value of the Company’s common stock on December 31, 2014 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had they exercised their options on December 31, 2014.

The following table summarizes the activity and value of non-vested options as of and for the years ended December 31, 2014:

				Weighted
				average
	Number of			grant date
	options			fair value
Non-vested options outstanding at January 1, 2014		25,000		$	0.96
Granted		3,011,871			0.17
Vested		(1,309,208	)		0.52
Forfeited/cancelled		(233,000	)		0.34
Non-vested options outstanding at December 31, 2014		1,494,663		$	0.09

F-23

BOURBON BROTHERS HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2014 AND 2013

NOTE 8 – EQUITY (CONTINUED)

Warrants:

In December 2012, the Company entered into an indemnification agreement with JW Roth and Gary Tedder, both directors of the Company, for their personal risk regarding personal guarantees in favor of the Franchisor, which were the subject of an Area Development Agreement between the Franchisor and SH. The personal guarantees are still in effect for the royalty payments due to the Franchisor. In addition to the indemnification agreements, the Company compensated Messrs. Roth and Tedder for their personal guarantees in the form of a warrant to purchase up to 200,000 shares, per director, exercisable for ten years at $1.00 per share with the warrant vested immediately with a cashless exercise feature. The Company used the contractual term of the warrant, a risk free interest rate of 0.62% and a volatility of 105%. Approximately $194,300 was recognized as stock-based compensation expense for the year ended December 31, 2013.

As of December 31, 2013, the Company had a promissory note with an aggregate face amount of $200,000 outstanding. By the original terms, the holder of the note received additional consideration in the form of an immediately vested stock warrant to purchase 50,000 common shares at an exercise price of $0.50 per share exercisable for three years from the date of execution of the note. The Company used the Black Scholes pricing model to determine the fair value of the warrants. The Company used the contractual term of the warrant, a risk free interest rate of 0.39% and a volatility of 105%. A relative fair value of approximately $44,000 was calculated and assigned to the warrant based on the fair value of the warrant and note payable.

On September 1, 2013, BBHCLLC retained an individual to advertise and promote the Company. This individual was granted an aggregate of 600,000 Class B non-voting warrants that vested immediately. These warrants were granted with a three-year term exercisable at approximately $0.0005 per unit. These units converted into 1,094,562 warrants for common shares at the date of the BB Transaction. The Company used the contractual term of the warrant, a risk free interest rate of 0.79% and a volatility of 105%. Approximately $99,900 has been recognized as equity-based compensation for the year ended December 31, 2014. This individual exercised these warrants in September 2014 for 1,094,562 common shares.

In May 2014, in connection with services provided to the Company, the Company issued a warrant for 30,000 common shares to exercise at $0.30 per share cancellable by the Company at any time. The Company used the contractual term of the warrant, a risk-free interest rate of 0.39% and a volatility of 205% with a value of $15,641. In September 2014, in connection with appointments to the Board of Directors, the Company issued warrants for 200,000 common shares to exercise at $0.30 per share. The warrants vest on September 15, 2015, a risk-free interest rate of 0.79% and a volatility of 205% with values of $53,924. In December 2014, in connection with services provided to the Company, the Company issued a warrant for 100,000 common shares exercisable at $0.30 per share. The warrants vest on December 5, 2015, a risk-free interest rate of 0.79% and a volatility of 205% with values of $20,942.

In connection with the Loan the Company has with BB14, the Company issued a warrant to BB14 for the purchase of 7,500,000 shares of common stock exercisable for a period of five years at $0.10 per share with the warrant vesting in one year. BB14 assigned part of the warrant to purchase 500,000 to Heather Atkinson for her services as manager of BB14. In addition, to compensate JW Roth for his personal guarantee in connection with BB14 obtaining financing to facilitate the Loan, the Company issued a warrant to Mr. Roth for the purchase of 7,500,000 shares of common stock exercisable for a period of five years at $0.10 per share with the warrant vesting in one year. The Company used the Black Scholes pricing model to determine the fair value of the warrants. The Company used the contractual term of the warrant and a risk free interest rate of 0.79%. A relative fair value of approximately $730,880 was calculated and assigned to the warrants based on their fair values.

F-24

BOURBON BROTHERS HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2014 AND 2013

NOTE 9 – RELATED PARTY TRANSACTIONS

Related Party Management Agreement with AMHC Managed Services

Effective September 1, 2011, the Company entered into a management agreement (the “Management Agreement”) with AMHC Managed Services, Inc. (“AMMS”), a subsidiary of AMAC. The Company’s Chairman of the Board of Directors and officers of the Company are also officers/board members of AMAC. The significant terms of the Management Agreement provide for monthly payments to AMMS in exchange for the ability of the Company to fully utilize the management expertise, financial and accounting expertise, support staff and location of AMMS, including the expertise of the position of AMMS’ Chief Financial Officer and necessary support for compliance under the securities laws with respect to any private or public reports or registration statements the Company may file. The Management Agreement term was 12 months, and required the Company to pay AMMS a monthly fee equal to $35,000 per month. Additionally, under the Management Agreement, the Company granted AMMS a warrant to purchase 330,184 shares of Company’s common stock exercisable at $0.0007 per share, exercisable for a three-year term. The value of the warrant was determined to be approximately $49,700. The amount was recorded as a prepaid asset and was amortized over the one-year term of the Management Agreement as services are performed. AMMS exercised the warrant in full in July 2012.

The Management Agreement was renewed in October 2012 for an additional one-year period with terms similar to those of the 2011 Management Agreement. In connection with the renewed Management Agreement, the Company issued an additional warrant in October 2012 to AMMS to purchase 330,184 shares of the Company’s common stock at $0.0007 per share for a three-year term. The value of the warrant was determined to be approximately $49,700. The amount was expensed over the one-year term of the Management Agreement as services were performed, of which approximately $39,400 was expensed in the year ended December 31, 2013. AMMS exercised the warrant in full in October 2012. In May 2013, the Company amended its terms with AMMS so that AMMS would no longer be the “Acting CFO” nor provide senior financial management services for the Company effective the same date. Further, in June 2013, the Company notified AMMS that it would terminate the Management Agreement effective July 31, 2013. These functions were handled by the interim CEO and interim CFO for the remainder of 2013.

The Company also paid rent and rent-related expenses to Accredited Members Acquisition Corporation (“AMAC”), a related party, on a month-to-month basis for office space at the AMAC corporate headquarters in Colorado Springs, Colorado. This arrangement began in October 2011 and terminated July 31, 2013, as the Management Service Agreement terminated. Base rental payments were approximately $3,500 per month. Related party rent expense to AMAC was approximately $25,500 for the year ended December 31, 2013.

In addition to the management fee and the rent discussed above, the Company paid AMMS for reimbursable expenses and payments made to third parties on behalf of the Company. During the year ended December 31, 2013, the Company paid reimbursable expenses of $42,200, respectively.

In July 2013, the Company repurchased 33,334 common shares owned by AMMS for $1.50 per share for a total price of $50,000. These shares were cancelled by the Company in July 2013. The difference between the $1.50 per share and the fair value of the shares at the transaction date of $0.75 per share ($25,000) is recorded as an expense to related party management fees.

Related Party Services with Bourbon Brothers Holding Company, LLC (BBHCLLC)

On August 1, 2013, the Company entered into a $200,000 unsecured promissory note with BBHCLLC (Note 5). In addition, the Company recognized $20,000 of contributed services per month for August through December 2013 for services provided by BBHCLLC and recorded total expense of $100,000 in the statement of loss for the year ended December 31, 2013. No cash was exchanged by of either party in recognition of such services.

Related Party Note Receivable

In 2014, the Company advanced $25,334 to the non-controlling interest holder of SHD to fund certain of its liabilities, in exchange for a 10%, unsecured promissory note receivable. The note receivable is due January 2017.

F-25

BOURBON BROTHERS HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2014 AND 2013

NOTE 10 – SUBSEQUENT EVENTS

On February 8, 2015, the Company entered into a Master License Agreement (the “MLA”) with SH Franchising & Licensing LLC in connection with opening up to five, fast casual restaurants in the Denver, Colorado and Colorado Springs, Colorado area in the next 18 months. The Company is to pay a monthly fee equal to $2,500 or 2.5% of gross sales, whichever is greater, per restaurant. This fee is subject to an upward adjustment of 3% during each year of the MLA.

On February 13, 2015, the Company’s 51% owned subsidiary SHD entered into a Sixth Amendment to its Franchise Agreement (the “FA”) with SH Franchising & Licensing LLC (the “Franchisor”) in connection with the opening of two Southern Hospitality restaurants in Colorado Springs, Colorado. Under the FA, SHD partially assigned its rights to SHSK and Southern Hospitality Tejon, LLC, a wholly-owned subsidiary of the Company formed in February 2015, to use the Franchisor’s marks, business methods, proprietary products, confidential information and intellectual property to operate a Southern Hospitality restaurant.

F-26

Exhibit 3.1

Document must be filed electronically. Paper documents are not accepted. Fees & forms are subject to change. For more information or print copies of filed documents, visit www.sos.state.co.us	E-Filed	Colorado Secretary of State Date and Time: 01/22/2015 09:29 AM ID Number: 20081058152 Document number: 20151042804 Amount Paid: $25.00

ABOVE SPACE FOR OFFICE USE ONLY

Articles of Amendment

filed pursuant to §7-90-301, et seq. and §7-110-106 of the Colorado Revised Statutes (C.R.S.)

ID number:

20081058152

1. Enity name:	Bourbon Brothers Holding Corporation
	(If changing the name of the corporation, indicate name BEFORE the name change)

2. New Entity name:
(if aplicable)

3. Use of Restricted Words (if any of these
terms are contained in an entity name, true name of an entity, trade name or trademark stated in this document, mark the applicable box):	o "bank" or "trust" or any derivative thereof o "credit union" o "savings and loan" o "insurance", casualty", "mutual", or "surety"

4.	Other amendments, if any, are attached.

5.	If the amendment provides for an exchange, reclassification or cancellation of issued shares, the attachment states the provisions for implementing the amendment.

6. If the corporation's period of duration as amended is less than perpetual, state the date on which the period of duration expires:
	(mm/dd/yyyy)

If the corporation's period of duration as amended is perpetual, mark this box: þ

7. (Optional) Delayed effective date:
	(mm/dd/yyyy)

Notice:

Causing this document to be delivered to the secretary of state for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the individual's act and deed, or that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R.S., the constituent documents, and the organic statutes, and that the individual in good faith believes the facts stated in the document are true and the document complies with the requirements of that Part, the constituent documents, and the organic statutes.

This perjury notice applies to each individual who causes this document to be delivered to the secretary of state, whether or not such individual is named in the document as one who has caused it to be delivered.

8. Name(s) and address(es) of the individual(s) causing the document to be delivered for filing:
	Filam Amy
	(Last) (First) (Middle) (Suffix)
	6400 South Fiddlers Green Circle
	(Street name and number or Post Office information)
	Suite 1000
	Greenwood Village CO 80111
	(City) (State) (Postal/Zip Code)
	United States
	(Province - if applicable) (Country - if not US)

(The document need not state the true name and address of more than one individual. However, if you wish to state the name and addressof any additional individuals causing the document to be delivered for filing, mark this box[ ] and include an attachment stating the name and address of such individuals.)

Disclaimer:

This form, and any related instructions, are not intended to provide legal, business or tax advice, and are offered as a public service without representation or warranty. While this form is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form. Questions should be addressed to the user's attorney.

ARTICLES OF AMENDMENT

TO THE

AMENDED AND RESTATED ARTICLES OF INCORPORATION

BOURBON BROTHERS HOLDING CORPORATION

These Articles of Amendment to the Amended and Restated Articles of Incorporation were approved by the directors of Bourbon Brothers Holding Corporation (the “Corporation”). This attachment is incorporated into the foregoing Articles of Amendment.

1.	Article II of the Amended and Restated Articles of Incorporation of the Corporation is hereby amended as follows:

The aggregate number of authorized shares of the Corporation is decreased from 118,247,700 to 104,884,859.

The number of shares designated as Preferred Stock is decreased from 18,242,700 to 4,884,859.

The total number of authorized shares remaining after the reduction in shares is hereby evidenced by the following amendment. Article II, Section 1 of the Amended and Restated Articles of Incorporation of the Corporation hereby is replaced in its entirety to read as follows:

“ARTICLE II

Authorized Shares

Section 1: Number. The aggregate number of shares which the Corporation shall have authority to issue is One Hundred Four Million Eight Hundred Eighty-Four Thousand Eight Hundred Fifty-Nine (104,884,859), of which One Hundred Million (100,000,000) shall be designated as shares of Common Stock of one class with unlimited voting rights with no par value, and Four Million Eight Hundred Eighty-Four Thousand Eight Hundred Fifty-Nine (4,884,859) shall be designated as shares of Preferred Stock, to have such par value, classes and preferences as the Board of Directors may determine from time to time.”

2.	Section 1 of the Certificate of Designation of the Corporation’s Series A Convertible Preferred Stock (the “Series A Preferred Stock”) is hereby amended as follows:

The number of authorized shares of Series A Preferred Stock is decreased from 18,242,700 to 4,884,859.

The total number of authorized shares of Series A Preferred Stock remaining after the reduction in shares is hereby evidenced by the following amendment. Section 1 of the Certificate of Designation of the Corporation’s Series A Convertible Preferred Stock hereby is replaced in its entirety to read as follows:

“Section 1: Designation and Amount. All of the 4,884,859 shares of the Company’s authorized preferred stock, $0.001 par value per share are designated as “Series A Convertible Preferred Stock,” with the rights and preferences set forth below.”

Document must be filed electronically. Paper documents are not accepted. Fees & forms are subject to change. For more information or to print copies of filed documents, visit www.sos.state.co.us	E-Filed	Colorado Secretary of State Date and Time: 01/22/2014 03:18 PM ID Number: 20081058152 Document number: 20141042156 Amount Paid: $25.00

ABOVE SPACE FOR OFFICE USE ONLY

Articles of Amendment

filed pursuant to §7-90-301, et seq. and §7-110-106 of the Colorado Revised Statutes (C.R.S.)

ID number:

20081058152

1. Enity name:	Smokin Concepts Development Corporation
	(If changing the name of the corporation, indicate name BEFORE the name change)

2. New Entity name:	Bourbon Brothers Holding Corporation
(if aplicable)

3. Use of Restricted Words (if any of these
terms are contained in an entity name, true name of an entity, trade name or trademark stated in this document, mark the applicable box):	o "bank" or "trust" or any derivative thereof o "credit union" o "savings and loan" o "insurance", casualty", "mutual", or "surety"

4.	Other amendments, if any, are attached.

5.	If the amendment provides for an exchange, reclassification or cancellation of issued shares, the attachment states the provisions for implementing the amendment.

6. If the corporation's period of duration as amended is less than perpetual, state the date on which the period of duration expires:
	(mm/dd/yyyy)

If the corporation's period of duration as amended is perpetual, mark this box: þ

7. (Optional) Delayed effective date:
	(mm/dd/yyyy)

Notice:

8. Name(s) and address(es) of the individual(s) causing the document to be delivered for filing:
	Bantz Victoria
	(Last) (First) (Middle) (Suffix)
	Burns Figa & Will PC
	(Street name and number or Post Office information)
	6400 S. Fiddlers Green Circle, Suite 1000
	Greenwood Village CO 80111
	(City) (State) (Postal/Zip Code)
	United States
	(Province - if applicable) (Country - if not US)

Disclaimer:

ARTICLES OF AMENDMENT TO THE

ARTICLES OF INCORPORATION OF

SMOKIN CONCEPTS DEVELOPMENT CORPORATION

These Articles of Amendment to the Articles of Incorporation were approved by the directors following the approval of certain amendments by the shareholders of Smokin Concepts Development Corporation (the “Corporation”). This attachment is incorporated into the foregoing Articles of Amendment.

1.	Article II of the Amended and Restated Certificate of Incorporation of the Corporation is hereby deleted and replaced in its entirety by the following:

“ARTICLE II

Authorized Shares

Section 1: Number. The aggregate number of shares which the Corporation shall have authority to issue is One Hundred Eighteen Million Two Hundred Forty-Two Thousand Seven Hundred (118,242,700), of which One Hundred Million (100,000,000) shall be designated as shares of Common Stock of one class with unlimited voting rights with no par value, and Eighteen Million Two Hundred Forty-Two Thousand Seven Hundred (18,242,700) shall be designated as shares of Preferred Stock, to have such par value, classes and preferences as the Board of Directors may determine from time to time.

Section 2: Dividends. Dividends in cash, property or shares of the Corporation may be paid upon the stock, as and when declared by the Board of Directors, out of funds of the Corporation to the extent and in the manner permitted by law.”

2.	Article VI of the Amended and Restated Certificate of Incorporation of the Corporation is hereby deleted and replaced in its entirety by the following:

“ARTICLE VI

Purposes

The purposes of the Corporation (through its subsidiaries) are:

1.	To develop, own, and operate restaurants and branding, such as Southern Hospitality and Bourbon Brothers, franchise Bourbon Brothers restaurants and extend the brand to product lines including but not limited to cigars, bourbon, pies, etc.; and

2.	To provide restaurant management services to other businesses.

For the purposes of the Corporation’s directors’ duties of loyalty, the investment and involvement by any directors and officers in any other business shall be considered outside the scope of the purposes of the Corporation, and not a corporate opportunity. Thus, directors and officers of the Corporation will not be deemed to have usurped a corporate opportunity by personally investing or being involved in other businesses, including real estate investments related to the Company. Similarly, the provision of management services to a restaurant by any officer or director shall not be deemed to be a usurpation of a corporate opportunity so long as the officer or director has a personal investment in such restaurant.”

CERTIFICATE OF DESIGNATION

of the

PREFERENCES, RIGHTS, LIMITATIONS, QUALIFICATIONS AND RESTRICTIONS

of the

SERIES A CONVERTIBLE PREFERRED STOCK

SMOKIN CONCEPTS DEVELOPMENT CORPORATION

SMOKIN CONCEPTS DEVELOPMENT CORPORATION (hereinafter the “Corporation”), a corporation organized and existing under the Colorado Business Corporation Act (the “CBCA”), hereby certifies that, pursuant to the authority conferred upon the Board of Directors of the Corporation (the “Board”) by its Articles of Incorporation and pursuant to the provisions of the CBCA, on January 22, 2014, the Board duly adopted the following resolution providing for the authorization of 18,242,700 shares of the Corporation’s Series A Convertible Preferred Stock (the “Series A Stock”):

RESOLVED, that pursuant to the authority vested in the Board by the Corporation’s Articles of Incorporation, the Board hereby establishes from the Corporation’s authorized class of preferred stock a new series to be known as “Series A Convertible Preferred Stock,” consisting of 18,242,700 shares, and hereby determines the designation, preferences, rights, qualifications, limitations and privileges of the Series A Stock to be as follows:

1. Designation and Amount. All of the 18,242,700 shares of the Company’s authorized preferred stock, $0.001 par value per share are designated as “Series A Convertible Preferred Stock,” with the rights and preferences set forth below.

2. Rank. The Series A Stock shall be paripassuto the Common Stock.

3. Voting Rights. The holders of outstanding shares of Series A Stock shall be entitled to notice of any shareholders’ meeting and to vote as a single class with the Common Stock upon any matter submitted for approval by the holders of Common Stock. Each share of Series A Stock shall have 25 votes per share.

4. Restrictions on Transfer. Holders of Series A Stock are prohibited from selling, transferring, assigning, or in any way alienating their shares of Series A Stock of the Corporation (“transfer”), or any right or interest in the them, whether voluntarily or by operation of law, or by gift or otherwise, to any person except another holder of Series A Stock. The term “transfer” shall include any sale, transfer, assignment or involuntary transfer made by a holder of Series A Stock, including (without limitation) any transfer or disposition of shares of Series A Stock under judicial order, legal process, execution, attachment, as a result of death of the holder of Series A Stock, or upon enforcement of a pledge, trust, or other security interest or other beneficial interest in the shares of Series A Stock, however arising, and notwithstanding the fact that the pledge, trust, security interest, or other beneficial interest may have initially been granted voluntarily. An involuntary transfer does not include a mere inchoate interest (such as, but not limited to, a dower right or a spousal interest in the appreciation of property) as to which the involuntary transferee has not expressly asserted a right thereto. The term “transfer” does not include the negotiation or signing of an agreement to merge, consolidate, sell all or substantially all of the Corporation’s assets or a similar transaction to which the Corporation is a party, or the completion of such an agreement following shareholder approval thereof.

5. Dividends. When any dividend or distribution is declared or paid by the Corporation on Common Stock, whether payable in cash, property, securities or rights to acquire securities, the holders of the Series A Stock will be entitled to participate with the holders of Common Stock in such dividend or distribution. At the time such dividend or distribution is payable to the holders of Common Stock, the Corporation will pay to each holder of Series A Stock such holder’s share of such dividend or distribution in an amount equal to the dividend or distribution per share of Common Stock payable at such time multiplied by the number of shares of Common Stock then obtainable upon conversion of such holder’s Series A Stock.

6. Liquidation Rights. Upon any liquidation, dissolution or winding up of the Corporation, the holders of outstanding shares of Series A Stock will be entitled to be paid together with the holders of Common Stock on a pro rata basis with the Common Stock the net proceeds remaining from the liquidation of the Corporation and its assets, and the payment of all indebtedness and any liquidation preference on any securities that rank senior to the Common Stock, based on the number of shares of Common Stock into which the shares of Series A Stock is then convertible as set forth in Section 7 hereof.

7 ConversionRights.

a. The holder of any shares of the Series A Stock, may convert such shares of Series A Stock in whole, upon written notice to the Corporation by February 15th of each calendar year with conversion to take place on March 1st of each calendar year, subject to the terms set forth below. The Series A Stock may, or shall, be converted into shares of the Corporation’s authorized but unissued Common Stock on the following bases:

i.	At the option of the holder, each share of Series A Stock shall be convertible into one share of the Corporation’s Common Stock (the “conversion ratio”).

ii.	No partial conversion of preferred shares shall take place. All shares of Series A Stock held by the shareholder shall be converted in whole with no partial conversions to take place.

iii.	Upon any conversions on March 1st of each calendar year, any Series A Stock that is converted will be cancelled and not be available for reissuance.

b. Mechanics of Conversion. No fractional shares of Common Stock shall be issued upon the conversion of the Series A Stock. If the number of shares to be issued to the holders of the Series A Stock is not a whole number, then the number of the shares shall be rounded up to the nearest whole number. Before any holder of Series A Stock shall be entitled to convert the same into full shares of Common Stock, and to receive certificates therefor, he shall either (x) surrender the certificate or certificates therefor, duly endorsed, at the office the transfer agent or (y) notify the Corporation that such certificates have been lost, stolen or destroyed and execute an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates, and shall give written notice to the Corporation at such office that he elects to convert the same.

c. Adjustments for Subdivisions or Combinations of Common Stock. In the event the outstanding shares of Common Stock shall be subdivided (by stock split, by payment of a stock dividend or otherwise), into a greater number of shares of Common Stock, the conversion ratio of the Series A Stock in effect immediately prior to such subdivision shall, concurrently with the effectiveness of such subdivision, be proportionately increased. In the event the outstanding shares of Common Stock shall be combined (by reclassification or otherwise) into a lesser number of shares of Common Stock, the conversion ratio in effect immediately prior to such combination shall, concurrently with the effectiveness of such combination, be proportionately decreased.

d. Other Adjustments. If any event occurs of the type contemplated by the provisions of this Section 7 but not expressly provided for by such provisions (such as a stock dividend), then the Board of Directors of the Corporation will make an appropriate adjustment in the conversion ratio so as to protect the rights of the holders of Series A Stock.

e. Mandatory Conversion. Any transfer of Series A Stock not in accordance with Section 4 hereto shall result in the automatic conversion of all shares of Series A Stock held by the transferring shareholder to shares of Common Stock pursuant to this Section 7 as of the effective date of the non-permitted transfer. The effective date of the non-permitted transfer due to the shareholder’s death is the shareholder’s date of death. This mandatory conversion shall apply regardless of whether the non-permitted transfer was for less than all of the shares held by the transferee shareholder.

8. Severability. If any right, preference or limitation of the Series A Stock set forth herein is invalid, unlawful or incapable of being enforced by reason of any rule, law or public policy, all other rights, preferences and limitations set forth herein that can be given effect without the invalid, unlawful or unenforceable right, preference or limitation shall nevertheless remain in full force and effect, and no right, preference or limitation herein shall be deemed dependent upon any other such right, preference or limitation unless so expressed herein.

9. Amendment and Waiver. This Certificate of Designation shall not be amended, either directly or indirectly or through merger or consolidation with another entity, in any manner that would alter or change the powers, preferences or special rights of the holders of Series A Stock so as to affect them materially and adversely without the consent of a majority of the outstanding shares of Series A Stock. Subject to the preceding sentence, any amendment, modification or waiver of any of the terms or provisions of the Series A Stock shall be binding upon all holders of Series A Stock.

10. Replacement. Upon receipt of evidence reasonably satisfactory to the Corporation (an affidavit of the registered Holder shall be satisfactory) of the ownership and the loss, theft, destruction, or mutilation of any certificate evidencing shares of Series A Stock, and in the case of any such loss, theft or destruction upon receipt of indemnity reasonably satisfactory to the Corporation (provided that if the Holder is a financial institution or other institutional investor its own agreement shall be satisfactory) or in the case of any such mutilation upon surrender of such certificate, the Corporation, at its expense, shall execute and deliver in lieu of such certificate a new certificate of like kind representing the number of shares of such Series A Stock represented by such lost, stolen, destroyed or mutilated certificate and dated the date of such lost, stolen, destroyed or mutilated certificate.

11. Notices. Any notice required by the provisions of this Certificate of Designation shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the party to be notified; (ii) when sent by confirmed facsimile if sent during normal business hours of the recipient; if not, then on the next business day; (iii) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid; (iv) one day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt; or (v) when sent by electronic mail (with confirmation of transmission) if sent during normal business hours of the recipient; if not, then on the next business day. All notices to the Corporation shall be addressed to the Corporation’s President at the Corporation’s principal place of business on file with the Secretary of State of the State of Colorado. All notices to shareholders shall be addressed to each holder of record at the address of such holder appearing on the books of the Corporation.

* * * * *

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Designation to be executed by Robert B. Mudd, Interim CEO and CFO of the Corporation, this 22nd day of January 2014.



	By:	/s/ Robert B. Mudd
	Name:	Robert B. Mudd
	Title:	Interim CEO & CFO

Document must be filed electronically. Paper documents are not accepted. Fees & forms are subject to change. For more information or print copies of filed documents, visit www.sos.state.co.us	E-Filed	Colorado Secretary of State Date and Time: 05/01/2013 10:47 AM ID Number: 20081058152 Document number: 20131272364 Amount Paid: $25.00

ABOVE SPACE FOR OFFICE USE ONLY

Articles of Amendment

filed pursuant to §7-90-301, et seq. and §7-110-106 of the Colorado Revised Statutes (C.R.S.)

ID number:

20081058152

1. Enity name:	Southern Hospitality Developemnt Corp.
	(If changing the name of the corporation, indicate name BEFORE the name change)

2. New Entity name:	Bourbon Brothers Holding Corporation
(if aplicable)

3. Use of Restricted Words (if any of these
terms are contained in an entity name, true name of an entity, trade name or trademark stated in this document, mark the applicable box):	o "bank" or "trust" or any derivative thereof o "credit union" o "savings and loan" o "insurance", casualty", "mutual", or "surety"

4.	Other amendments, if any, are attached.

5.	If the amendment provides for an exchange, reclassification or cancellation of issued shares, the attachment states the provisions for implementing the amendment.

6. If the corporation's period of duration as amended is less than perpetual, state the date on which the period of duration expires:
	(mm/dd/yyyy)

If the corporation's period of duration as amended is perpetual, mark this box: þ

7. (Optional) Delayed effective date:	05/03/2013 8:00 AM
	(mm/dd/yyyy)

Notice:

8. Name(s) and address(es) of the individual(s) causing the document to be delivered for filing:
	Welter Andrea E
	(Last) (First) (Middle) (Suffix)
	6400 South Fiddlers Green Circle
	(Street name and number or Post Office information)
	Suite 1000
	Greenwood Village CO 80111
	(City) (State) (Postal/Zip Code)
	United States
	(Province - if applicable) (Country - if not US)

Disclaimer:

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

SMOKIN CONCEPTS DEVELOPMENT CORPORATION

These Amended and Restated Articles of Incorporation were approved by the directors following the approval of certain amendments by the shareholders of the Corporation.

ARTICLE I

Incorporation

This attachment is incorporated into the foregoing Amended and Restated Articles of Incorporation.

ARTICLE II

Authorized Shares

Section 1: Number. The aggregate number of shares which the Corporation shall have authority to issue is Fifty Million (50,000,000) Common Shares of one class, with unlimited voting rights, all with no par value, and One Million (1,000,000) Preferred Shares, to have such par value, classes and preferences as the Board of Directors may determine from time to time.

ARTICLE III

Preemptive Rights

The holders of the capital stock of this Corporation shall not have the preemptive right to acquire additional unissued shares or treasury shares of the capital stock of this Corporation, or securities convertible into shares of capital stock or carrying capital purchase warrants or privileges.

ARTICLE IV

Cumulative Voting

Cumulative voting of shares of stock of the Corporation shall not be allowed or authorized in the election of the Board of Directors of the Corporation.

ARTICLE V

Provisions for Regulation of the

Internal Corporate Affairs

The following provisions are inserted for the management of the business and for the regulation of the internal affairs of the Corporation, and the same are in furtherance of and not in limitation or exclusion of the powers conferred by law.

Section 1: Bylaws. The Board of Directors shall have the power to adopt, alter, amend or repeal, from time to time, such Bylaws as it deems proper for the management of the affairs of the Corporation, according to these Articles and the laws in such cases made and provided.

Section 2: Executive Committee. The Bylaws may provide for designation by the Board of Directors of an Executive Committee and one or more other committees, the personnel and authority of which and the other provisions relating to which shall be as may be set forth in the Bylaws.

Section 3: Place of Meetings. Both Stockholders' and Directors' meetings may be held either within or without the State of Colorado, as may be provided in the Bylaws.

Section 4: Compensation to Directors. The Board of Directors is authorized to make provisions for reasonable compensation to its members for their services as Directors. Any Director of the Corporation may also serve the Corporation in any other capacity and receive compensation therefor in any form.

Section 5: Conflicts of Interest. No transaction of the Corporation with any other person, firm or corporation, or in which this Corporation is interested, shall be affected or invalidated solely by: (a) the fact that any one or more of the Directors or Officers of this Corporation is interested in or is a director or officer of another corporation; or (b) the fact that any Director or Officer, individually or jointly with others, may be a party to or may be interested in any such contract or transaction.

Section 6: Registered Owner of Stock. The Corporation shall be entitled to treat the registered holder of any shares of the Corporation as the owner thereof for all purposes, including all rights deriving from such shares, on the part of any other person, including, but not limited to, a purchaser, assignee or transferee of such shares or rights deriving from such shares, unless and until such purchaser, assignee, transferee or other person becomes the registered holder of such shares, whether or not the Corporation shall have either actual or constructive notice of the interest of such purchaser, assignee, transferee or other person. The purchaser, assignee or transferee of any of the shares of the Corporation shall not be entitled to: (a) receive notice of the meetings of the Shareholders; (b) vote at such meetings; (c) examine a list of the Shareholders; (d) be paid dividends or other sums payable to Shareholders, or (e) own, enjoy or exercise any other property or rights deriving from such shares against the Corporation, until such purchaser, assignee or transferee has become the registered holder of such shares.

Section 7: Conduct of Business. The Corporation may conduct part or all of its business, not only in the State of Colorado, but also in every other state of the United States and the District of Columbia, and in any territory, district and possession of the United States, and in any foreign country, and the Corporation may qualify to do business in any of such locations and appoint an agent for service of process therein. The Corporation may hold, purchase, mortgage, lease and convey real and personal property in any of such locations. Part or all of the business of the Corporation may be carried on beyond the limits of the State of Colorado, and the Corporation may have one or more offices out of the State of Colorado.

Section 8: Action of the Shareholders. If a quorum is present, the affirmative vote of a majority of the votes cast on the subject matter shall be the act of the shareholders, unless the vote of a greater proportion or number or voting by classes is otherwise required by statute or by the Articles of Incorporation. Shareholders holding shares having not less than the minimum number of votes that would be necessary to authorize or take at an action at any meeting at which the requisite number of shares entitled to vote thereon were present and voted may consent, in lieu of a meeting, to such action in writing in accordance with the procedures of the Colorado Business Corporation Act, as then currently in place from time to time.

Section 9: Quorum For Voting. A quorum of Shareholders for any matter to come before any meeting of Shareholders of the Corporation shall consist of one-third of the issued and outstanding shares entitled to vote on the matter, except where a greater number is specifically required by the provisions of the Colorado Business Corporation Act, as then currently in place from time to time.

Section 10: Restrictions on Stock. The Directors shall have the right, from time to time, to impose restrictions or to enter into agreements on behalf of the Corporation imposing restrictions on the transfer of all or a portion of the Corporation's shares, provided that no restrictions shall be imposed on the transfer of shares outstanding at the time the restrictions are adopted unless the holder of such shares consents to the restrictions.

Section 11: Indemnification of Directors. A director of the Corporation shall not be personally liable to the Corporation or to its shareholders for damages for breach of fiduciary duty as a director of the Corporation or to its shareholders for damages otherwise existing for (i) any breach of the director's duty of loyalty to the Corporation or to its shareholders; (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law; (iii) acts specified in Section 7-108-403 of the Colorado Business Corporation Act; or (iv) any transaction from which the director directly or indirectly derived any improper personal benefit. If the Colorado Business Corporation Act is hereafter amended to eliminate or limit further the liability of a director, then, in addition to the elimination and limitation of liability provided by the foregoing, the liability of each director shall be eliminated or limited to the fullest extent permitted under the provisions of the Colorado Business Corporation Act as so amended. Any repeal or modification of the indemnification provided in these Articles shall not adversely affect any right or protection of a director of the Corporation under these Articles, as in effect immediately prior to such repeal or modification, with respect to any liability that would have accrued, but for this limitation of liability, prior to such repeal or modification.

Section 12: Indemnification. The Corporation shall indemnify, to the fullest extent permitted by applicable law in effect from time to time, any person, and the estate and personal representative of any such person, against all liability and expense (including, but not limited to, attorneys' fees) incurred by reason of the fact that he is or was a director or officer of the Corporation, he is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee, fiduciary, or agent of, or in any similar managerial or fiduciary position of, another domestic or foreign corporation or other individual or entity or of an employee benefit plan. The Corporation shall also indemnify any person who is serving or has served the Corporation as director, officer, employee, fiduciary, or agent, and that person's estate and personal representative, to the extent and in the manner provided in any bylaw, resolution of the shareholders or directors, contract, or otherwise, so long as such provision is legally permissible.

ARTICLE VI

Purposes

The purposes of the Corporation (through its subsidiaries) are:

1.	To develop, own and operate, as a franchise, Southern Hospitality restaurants pursuant to franchise agreements (the “Franchise Documents”) entered into with the franchisor of such concept; and

2.	To provide restaurant management services to other business.

For the purposes of the Corporation’s directors’ duties of loyalty, the investment and involvement by any directors and officers in any other business shall be considered outside the scope of the purposes of the Corporation, and not a corporate opportunity. Thus, directors and officers of the Corporation will not be deemed to have usurped a corporate opportunity by personally investing or being involved in other businesses, even if involved in the restaurant industry, so long as such activities are outside the scope of the Franchise Documents. Similarly, the provision of management services to a restaurant by any officer or director shall not be deemed to be a usurpation of a corporate opportunity so long as the officer or director has a personal investment in such restaurant.

Exhibit 3.2

BYLAWS

BOURBON BROTHERS HOLDING CORPORATION

(formerly Smokin Concepts Development Corporation

Incorporating amendments as of February 20, 2015

ARTICLE I

Offices

The principal office of the Corporation shall initially be located at 3636 South Jason, Englewood, Colorado 80113. The Corporation may have other offices at such places within or without the State of Colorado as the Board of Directors may from time to time establish.

ARTICLE II

Registered Office and Agent

The registered office of the Corporation in Colorado shall be located at 3636 South Jason, Englewood, Colorado 80113 and the registered agent shall be Rebecca Gregarek. The Board of Directors may, by appropriate resolution from time to time, change the registered office and/or agent.

ARTICLE III

Meetings of Stockholders

Section 1. Annual Meetings. The annual meeting of the Stockholders for the election of Directors and for the transaction of such other business as may properly come before such meeting shall be held at such time and date as the Board of Directors shall designate from time to time by resolution duly adopted.

Section 2. Special Meetings. A special meeting of the Stockholders may be called at any time by the President or the Board of Directors, and shall be called by the President upon the written request of Stockholders of record holding in the aggregate twenty per cent (20%) or more of the outstanding shares of stock of the Corporation entitled to vote, such written request to state the purpose or purposes of the meeting and to be delivered to the President.

Section 3. Place of Meetings. All meetings of the Stockholders shall be held at the principal office of the Corporation or at such other place, within or without the State of Colorado, as shall be determined from time to time by the Board of Directors or the Stockholders of the Corporation.

Section 4. Change in Time or Place of Meetings. The time and place specified in this Article III for annual meetings shall not be changed within thirty (30) days next before the day on which such meeting is to be held. A notice of any such change shall be given to each Stockholder at least twenty (20) days before the meeting, in person or by letter mailed to his last known post office address.

Section 5. Notice of Meetings. Written notice, stating the place, day and hour of the meeting, and in the case of a special meeting, the purposes for which the meeting is called, shall be given by or under the direction of the President or Secretary at least ten (10) days but not more than fifty (50) days before the date fixed for such meeting; except that if the number of the authorized shares of the Corporation are to be increased, at least thirty (30) days' notice shall be given. Notice shall be given to each Stockholder entitled to vote at such meeting, of record at the close of business on the day fixed by the Board of Directors as a record date for the determination of the Stockholders entitled to vote at such meeting, or if no such date has been fixed, of record at the close of business on the day next preceding the day on which notice is given. Notice shall be in writing and shall be delivered to each Stockholder in person or sent by United States Mail, postage prepaid, addressed as set forth on the books of the Corporation. A waiver of such notice, in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to such notice. Except as otherwise required by statute, notice of any adjourned meeting of the Stockholders shall not be required.

Section 6. Quorum. Except as may otherwise be required by statute, the presence at any meeting, in person or by proxy, of the holders of record of one-third of the shares then issued and outstanding and entitled to vote shall be necessary and sufficient to constitute a quorum for the transaction of business. In the absence of a quorum, a majority in interest of the Stockholders entitled to vote, present in person or by proxy, or, if no Stockholder entitled to vote is present in person or by proxy, any Officer entitled to preside or act as secretary of such meeting, may adjourn the meeting from time to time for a period not exceeding sixty (60) days in any one case. At any such adjourned meeting at which a quorum may be present, any business may be transacted which might have been transacted at the meeting as originally called. The Stockholders present at a duly organized meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough Stockholders to leave less than a quorum.

Section 7. Voting. Except as may otherwise be provided by statute or these Bylaws, including the provisions of Section 4 of Article VIII hereof, each Stockholder shall at every meeting of the Stockholders be entitled to one (1) vote, in person or by proxy, for each share of the voting capital stock held by such Stockholder. However, no proxy shall be voted on after eleven (11) months from its date, unless the proxy provides for a longer period. At all meetings of the Stockholders, except as may otherwise be required by statute, the Articles of Incorporation of this Corporation, or these Bylaws, if a quorum is present, the affirmative vote of a majority of the votes cast on the subject matter shall be the act of the Stockholders.

Persons holding stock in a fiduciary capacity shall be entitled to vote the shares so held, and persons whose stock is pledged shall be entitled to vote, unless in the transfer by the pledgor on the books of the Corporation he shall have expressly empowered the pledgee to vote thereon, in which case only the pledgee or his proxy may represent said stock and vote thereon.

Shares of the capital stock of the Corporation belonging to the Corporation shall not be voted directly or indirectly.

Section 8. Consent of Stockholders in Lieu of Meeting. Whenever the vote of Stockholders at a meeting thereof is required or permitted to be taken in connection with any corporate action, by any provision of statute, these Bylaws, or the Articles of Incorporation, the meeting and vote of Stockholders may be dispensed with if that number of shares which would have been required to vote affirmatively upon the action if such meeting were held shall consent in writing to such corporate action being taken.

Section 9. Telephonic Meeting. Any meeting held under this Article III may be held by telephone, in accordance with the provisions of the Colorado Business Corporation Act.

Section 10. List of Stockholders Entitled to Vote. The Officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before every annual meeting, a complete list of the Stockholders entitled to vote at such meeting, arranged in alphabetical order and showing the address of each Stockholder and the number of shares registered in the name of each Stockholder. Such list shall be open to the examination of any Stockholder during ordinary business hours, for a period of at least ten (10) days prior to election, either at a place within the city, town or village where the election is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where said meeting is to be held. The list shall be produced and kept at the time and place of election during the whole time thereof and be subject to the inspection of any Stockholder who may be present.

ARTICLE IV

Board of Directors

Section 1. General Powers. The business and affairs of the Corporation shall be managed by the Board of Directors, except as otherwise provided by statute, the Articles of Incorporation of the Corporation, or these Bylaws.

Section 2. Number and Qualifications. The initial number of directors shall not be fewer than one. The number of directors fixed by these bylaws may be increased or decreased from time to time by resolution of the Board of Directors. The tenure of a director shall not be affected by any decrease or increase in the number of directors so made by the board. Members need not be residents of the State of Colorado or Stockholders of the Corporation. Directors shall be natural persons of the age of eighteen (18) years or older.

Section 3. Election and Term of Office. Members of the initial Board of Directors of the Corporation shall hold office until the first annual meeting of Stockholders. At the first annual meeting of Stockholders, and at each annual meeting thereafter, the Stockholders shall elect Directors to hold office until the next succeeding annual meeting. Each Director shall hold office until his successor is duly elected and qualified, unless sooner displaced. Election of Directors need not be by ballot.

Section 4. Compensation. The Board of Directors may provide by resolution that the Corporation shall allow a fixed sum and reimbursement of expenses for attendance at meetings of the Board of Directors and for other services rendered on behalf of the Corporation. Any Director of the Corporation may also serve the Corporation in any other capacity, and receive compensation therefor in any form, as the same may be determined by the Board in accordance with these Bylaws.

Section 5. Removals and Resignations. Except as may otherwise be provided by statute, the Stockholders may, at any special meeting called for the purpose, if a quorum is present, by the affirmative vote of a majority of the votes cast, remove any or all Directors from office, with or without cause.

A Director may resign at any time by giving written notice to the Board of Directors, the President or the Secretary of the Corporation. The resignation shall take effect immediately upon the receipt of the notice, or at any later period of time specified therein. The acceptance of such resignation shall not be necessary to make it effective, unless the resignation requires acceptance for it to be effective.

Section 6. Vacancies. Any vacancy occurring in the office of a Director, whether by reason of an increase in the number of directorships or otherwise, may be filled by a majority of the Directors then in office, though less than a quorum. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office, unless sooner displaced.

When one or more Directors resign from the Board, effective at a future date, a majority of the Directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective. Each Director so chosen shall hold office as herein provided in the filling of other vacancies.

Section 7. Executive Committee. By resolution adopted by a majority of the Board of Directors, the Board may designate one or more committees, including an Executive Committee, each consisting of one (1) or more Directors. The Board of Directors may designate one (1) or more Directors as alternate members of any such committee, who may replace any absent or disqualified member at any meeting of such committee. Any such committee, to the extent provided in the resolution and except as may otherwise be provided by statute, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers which may require the same. The designation of such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon it or him by law. If there be more than two (2) members on such committee, a majority of any such committee may determine its action and may fix the time and place of its meetings, unless provided otherwise by the Board. If there be only two (2) members, unanimity of action shall be required. Committee action may be by way of a written consent signed by all committee members. The Board shall have the power at any time to fill vacancies on committees, to discharge or abolish any such committee, and to change the size of any such committee.

Except as otherwise prescribed by the Board of Directors, each committee may adopt such rules and regulations governing its proceedings, quorum, and manner of acting as it shall deem proper and desirable.

Each such committee shall keep a written record of its acts and proceedings and shall submit such record to the Board of Directors. Failure to submit such record, or failure of the Board to approve any action indicated therein will not, however, invalidate such action to the extent it has been carried out by the Corporation prior to the time the record of such action was, or should have been, submitted to the Board of Directors as herein provided.

ARTICLE V

Meetings of Board of Directors

Section 1. Annual Meetings. The Board of Directors shall meet each year immediately after the annual meeting of the Stockholders for the purpose of organization, election of Officers, and consideration of any other business that may properly be brought before the meeting. No notice of any kind to either old or new members of the Board of Directors for such annual meeting shall be necessary.

Section 2. Regular Meetings. The Board of Directors from time to time may provide by resolution for the holding of regular meetings and fix the time and place of such meetings. Regular meetings may be held within or without the State of Colorado. The Board need not give notice of regular meetings provided that the Board promptly sends notice of any change in the time or place of such meetings to each Director not present at the meeting at which such change was made.

Section 3. Special Meetings. The Board may hold special meetings of the Board of Directors at any place, either within or without the State of Colorado, at any time when called by the President, or two or more Directors. Notice of the time and place thereof shall be given to and received by each Director at least three (3) days before the meeting. A waiver of such notice in writing, signed by the person or persons entitled to said notice, either before or after the time stated therein, shall be deemed equivalent to such notice. Notice of any adjourned special meeting of the Board of Directors need not given.

Section 4. Quorum. The presence, at any meeting, of a majority of the total number of Directors shall be necessary and sufficient to constitute a quorum for the transaction of business. Except as otherwise required by statute, the act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors; however, if only one (1) Director is present, unanimity of action shall be required. In the absence of a quorum, a majority of the Directors present at the time and place of any meeting may adjourn such meeting from time to time until a quorum is present.

Section 5. Consent of Directors in Lieu of Meeting. Unless otherwise restricted by statute, the Board may take any action required or permitted to be taken at any meeting of the Board of Directors without a meeting, if a written consent thereto is signed by all members of the Board, and such written consent is filed with the minutes of proceedings of the Board.

Section 6. Telephonic Meeting. Any meeting held under this Article V may be held by telephone, in accordance with the provisions of the Colorado Business Corporation Act.

Section 7. Attendance Constitutes Waiver. Attendance of a Director at a meeting constitutes a waiver of any notice to which the Director may otherwise have been entitled, except where a Director attends a meeting for the express purpose of objecting the transaction of any business because the meeting is not lawfully called or convened.

ARTICLE VI

Officers

Section 1. Number. The Corporation shall have a President, one or more Vice Presidents as the Board may from time to time elect, a Secretary and a Treasurer, and such other Officers and Agents as may be deemed necessary. One person may hold more than one office.

Section 2. Election, Term of Office and Qualifications. The Board shall choose the Officers specifically designated in Section 1 of this Article VI at the annual meeting of the Board of Directors and such Officers shall hold office until their successors are chosen and qualified, unless sooner displaced. Officers need not be Directors of the Corporation.

Section 3. Subordinate Officers. The Board of Directors, from time to time, may appoint other Officers and Agents, including one or more Assistant Secretaries and one or more Assistant Treasurers, each of whom shall hold office for such period, and each of whom shall have such authority and perform such duties as are provided in these Bylaws or as the Board of Directors from time to time may determine. The Board of Directors may delegate to any Officer the power to appoint any such subordinate Officers and Agents and to prescribe their respective authorities and duties.

Section 4. Removals and Resignations. The Board of Directors may, by vote of a majority of their entire number, remove from office any Officer or Agent of the Corporation, appointed by the Board of Directors.

Any Officer may resign at any time by giving written notice to the Board of Directors. The resignation shall take effect immediately upon the receipt of the notice, or any later period of time specified therein. The acceptance of such resignation shall not be necessary to make it effective, unless the resignation requires acceptance for it to be effective.

Section 5. Vacancies. Whenever any vacancy shall occur in any office by death, resignation, removal, or otherwise, it shall be filled for the unexpired portion of the term in the manner prescribed by these Bylaws for the regular election or appointment to such office, at any meeting of Directors.

Section 6. The President. The President shall be the chief executive officer of the Corporation and, subject to the direction and under the supervision of the Board of Directors, shall have general charge of the business, affairs and property of the Corporation, and shall have control over its Officers, Agents and Employees. The President shall preside at all meetings of the Stockholders and of the Board of Directors at which he is present. The President shall do and perform such other duties and may exercise such other powers as these Bylaws or the Board of Directors from time to time may assign to him.

Section 7. The Vice President. At the request of the President or in the event of his absence or disability, the Vice President, or in case there shall be more than one Vice President, the Vice President designated by the President, or in the absence of such designation, the Vice President designated by the Board of Directors, shall perform all the duties of the President, and when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President. Any Vice President shall perform such other duties and may exercise such her powers as from time to time these Bylaws or by the Board of Directors or the President be assign to him.

Section 8. The Secretary. The Secretary shall:

record all the proceedings of the meetings of the Corporation and Directors in a book to be kept for that purpose;

have charge of the stock ledger (which may, however, be kept by any transfer agent or agents of the Corporation under the direction of the Secretary), an original or duplicate of which shall be kept at the principal office or place of business of the Corporation in the State of Colorado;

see that all notices are duly and properly given;

be custodian of the records of the Corporation and the Board of Directors, and the and of the seal of the Corporation, and see that the seal is affixed to all stock certificates prior to their issuance and to all documents for which the Corporation has authorized execution on its behalf under its seal;

see that all books, reports, statements, certificates, and other documents and records required by law to be kept or filed are properly kept or filed;

in general, perform all duties and have all powers incident to the office of Secretary, and perform such other duties and have such other powers as these Bylaws, the Board of Directors or the President from time to time may assign to him; and

prepare and make, at least ten (10) days before every election of Directors, a complete list of the Stockholders entitled to vote at said election, arranged in alphabetical order.

Section 9. The Treasurer. The Treasurer shall:

have supervision over the funds, securities, receipts and disbursements of the Corporation;

cause all moneys and other valuable effects of the Corporation to be deposited in its name and to its credit, in such depositories as the Board of Directors or, pursuant to authority conferred by the Board of Directors, its designee shall select;

cause the funds of the Corporation to be disbursed by checks or drafts upon the authorized depositaries of the Corporation, when such disbursements shall have been duly authorized;

cause proper vouchers for all moneys disbursed to be taken and preserved;

cause correct books of accounts of all its business and transactions to be kept at the principal office of the Corporation;

render an account of the financial condition of the Corporation and of his transactions as Treasurer to the President or the Board of Directors, whenever requested;

be empowered to require from the Officers or Agents of the Corporation reports or statements giving such information as he may desire with respect to any and all financial transactions of the Corporation; and

in general, perform all duties and have all powers incident to the office of Treasurer and perform such other duties and have such other powers as from time to time may be assigned to him by these Bylaws or by the Board of Directors or the President.

Section 10. Salaries. The Board of Directors shall from time to time fix the salaries of the Officers of the Corporation. The Board of Directors may delegate to any person the power to fix the salaries or other compensation of any Officers or Agents appointed, in accordance with the provisions of Section 3 of this Article VI. No Officer shall be prevented from receiving such salary by reason of the fact that he is also a Director of the Corporation. Nothing contained in this Bylaw shall be construed so as to obligate the Corporation to pay any Officer a salary, which is within the sole discretion of the Board of Directors.

Section 11. Surety Bond. The Board of Directors may in its discretion secure the fidelity of any or all of the Officers of the Corporation by bond or otherwise.

ARTICLE VII

Execution of Instruments

Section 1. Checks, Drafts, Etc. The President and the Secretary or Treasurer shall sign all checks, drafts, notes, bonds, bills of exchange and orders for the payment of money of the Corporation, and all assignments or endorsements of stock certificates, registered bonds or other securities, owned by the Corporation, unless otherwise directed by the Board of Directors, or unless otherwise required by law. The Board of Directors may, however, authorize any Officer to sign any of such instruments for and on behalf of the Corporation without necessity of countersignature, and may designate Officers or Employees of the Corporation other than those named above who may, in the name of the Corporation, sign such instruments.

Section 2. Execution of Instruments Generally. Subject always to the specific direction of the Board of Directors, the President shall execute all deeds and instruments of indebtedness made by the Corporation and all other written contracts and agreements to which the Corporation shall be a party, in its name, attested by the Secretary. The Secretary, when necessary required, shall affix the corporate seal thereto.

Section 3. Proxies. The President and the Secretary or an Assistant Secretary of the Corporation or by any other person or persons duly authorized by the Board of Directors may execute and deliver proxies to vote with respect to shares of stock of other corporations owned by or standing in the name of the Corporation from time to time on behalf of the Corporation.

ARTICLE VIII

Capital Stock

Section 1. Certificates of Stock. Every holder of stock in the Corporation shall be entitled to have a certificate, signed in the name of the Corporation by the President and by the Secretary of the Corporation, certifying the number of shares owned by that person in the Corporation.

Certificates of stock shall be in such form as shall, in conformity to law, be prescribed from time to time by the Board of Directors.

Section 2. Transfer of Stock. Shares of stock of the Corporation shall only be transferred on the books of the Corporation by the holder of record thereof or by his attorney duly authorized in writing, upon surrender to the Corporation of the certificates for such shares endorsed by the appropriate person or persons, with such evidence of the authenticity of such endorsement, transfer, authorization and other matters as the Corporation may reasonably require. Surrendered certificates shall be cancelled and shall be attached to their proper stubs in the stock certificate book.

Section 3. Rights of Corporation with Respect to Registered Owners. Prior to the surrender to the Corporation of the certificates for shares of stock with a request to record the transfer of such shares, the Corporation may treat the registered owner as the person entitled to receive dividends, to vote, to receive notifications, and otherwise to exercise all the rights and powers of an owner.

Section 4. Closing Stock Transfer Book. The Board of Directors may close the Stock Transfer Book of the Corporation for a period not exceeding fifty (50) days preceding the date of any meeting of Stockholders, the date for payment of any dividend, the date for the allotment of rights, the date when any change, conversion or exchange of capital stock shall go into effect or for a period of not exceeding fifty (50) days in connection with obtaining the consent of Stockholders for any purpose. However, in lieu of closing the Stock Transfer Book, the Board of Directors may in advance fix a date, not exceeding fifty (50) days preceding the date of any meeting of Stockholders, the date for the payment of any dividend, the date for the allotment of rights, the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining such consent, as a record date for the determination of the Stockholders entitled to notice of, and to vote at, any such meeting and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, or to give such consent. In such case such Stockholders of record on the date so fixed, and only such Stockholders shall be entitled to such notice of, and to vote at, such meeting and any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, or to give such consent, as the case may be, notwithstanding any transfer of any stock on the books of the Corporation after any such record date fixed as aforesaid.

Section 5. Lost, Destroyed and Stolen Certificates. The Corporation may issue a new certificate of shares of stock in the place of any certificate theretofore issued and alleged to have been lost, destroyed or stolen. However, the Board of Directors may require the owner of such lost, destroyed or stolen certificate or his legal representative, to: (a) request a new certificate before the Corporation has notice that the shares have been acquired by a bona fide purchaser; (b) furnish an affidavit as to such loss, theft or destruction; (c) file with the Corporation a sufficient indemnity bond; or (d) satisfy such other reasonable requirements, including evidence of such loss, destruction, or theft as may be imposed by the Corporation.

ARTICLE IX

Dividends

Section 1. Sources of Dividends. The Directors of the Corporation, subject to the Colorado Business Corporation Act, may declare and pay dividends upon the shares of the capital stock of the Corporation.

Section 2. Reserves. Before the payment of any dividend, the Directors of the Corporation may set apart out of any of the funds of the Corporation available for dividends a reserve or reserves for any proper purpose, and the Directors may abolish any such reserve in the manner in which it was created.

Section 3. Reliance on Corporate Records. A Director in relying in good faith upon the books of account of the Corporation or statements prepared by any of its officials as to the value and amount of the assets, liabilities, and net profits of the Corporation, or any other facts pertinent to the existence and amount of surplus or other funds from which dividends might properly be declared and paid shall be fully protected.

Section 4. Manner of Payment. Dividends may be paid in cash, in property, or in shares of the capital stock of the Corporation.

ARTICLE X

Seal and Fiscal Year

Section 1. Seal. The corporate seal, subject to alteration by the Board of Directors, shall be in the form of a circle, shall bear the name of the Corporation, and shall indicate its formation under the laws of the State of Colorado and the year of incorporation. Such seal may be used by causing it or a facsimile thereof to be impressed, affixed, or otherwise reproduced.

Section 2. Fiscal Year. The Board of Directors shall, in its sole discretion, designate a fiscal year for the Corporation.

ARTICLE XI

Amendments

Except as may otherwise be provided herein, a majority vote of the whole Board of Directors at any meeting of the Board shall be sufficient to amend or repeal these Bylaws.

ARTICLE XII

Indemnification of Officers and Directors

Section 1. Exculpation. No Director or Officer of the Corporation shall be liable for the acts, defaults, or omissions of any other Director or Officer, or for any loss sustained by the Corporation, unless the same has resulted from his own willful misconduct, willful neglect, or gross negligence.

Section 2. Indemnification. Each Director and Officer of the Corporation and each person who shall serve at the Corporation's request as a director or officer of another corporation in which the Corporation owns shares of capital stock or of which it is a creditor shall be indemnified by the Corporation against all reasonable costs, expenses and liabilities (including reasonable attorneys' fees) actually and necessarily incurred by or imposed upon him in connection with, or resulting from any claim, action, suit, proceeding, investigation, or inquiry of whatever nature in which he may be involved as a party or otherwise by reason of his being or having been a Director or Officer of the Corporation or such director or officer of such other corporation, whether or not he continues to be a Director or Officer of the Corporation or a director or officer of such other corporation, at the time of the incurring or imposition of such costs, expenses or liabilities, except in relation to matters as to which he shall be finally adjudged in such action, suit, proceeding, investigation, or inquiry to be liable for willful misconduct, willful neglect, or gross negligence toward or on behalf of the Corporation in the performance of his duties as such Director or Officer of the Corporation or as such director or officer of such other corporation. As to whether or not a Director or Officer was liable by reason of willful misconduct, willful neglect, or gross negligence toward or on behalf of the Corporation in the performance of his duties as such Director or Officer of the Corporation or as such director or officer of such other corporation, in the absence of such final adjudication of the existence of such liability, the Board of Directors and each Director and Officer may conclusively rely upon an opinion of independent legal counsel selected by or in the manner designated by the Board of Directors. The foregoing right to indemnification shall be in addition to and not in limitation of all other rights which such person may be entitled as a matter of law, and shall inure to the benefit of the legal representatives of such person.

Section 3. Liability Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation or who is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, association, or other enterprise against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not he is indemnified against such liability by this Article XII.

Exhibit 10.1.3

FIFTH AMENDMENT

TO THE

FRANCHISE AGREEMENT

This Fifth Amendment to Franchise Agreement (the "Fifth Amendment") is made as of December 30, 2014, by and between SH FRANCHISING & LICENSING LLC, a New York limited liability company ("Company"), SOUTHERN HOSPITALITY DENVER, LLC, a Colorado limited liability company ("SH Denver"), and Southern Hospitality Lone Tree, LLC, a Colorado limited liability company ("SH Lone Tree"), an Affiliate of SH Denver.

WHEREAS, Company and SH Denver are parties to a franchise agreement dated November 4, 2011, as amended November 4, 2011, November 9, 2012, January 9, 2013 and September 23, 2013 (collectively referred to as the "FA"). Unless otherwise defined in this Fifth Amendment, all defined terms used in this Fifth Amendment, as denoted by the use of initial capital letters, have the same meanings as in the FA, as amended to date.

WHEREAS, SH Lone Tree desires to become subject to the FA as an Assignee (as defined below) thereunder, and Company desires to allow SH Lone Tree to be subject to the FA as an Assignee, in connection with its restaurant location at 7431 Park Meadows Drive, Lone Tree, Colorado, 80124.

WHEREAS, Company, SH Denver and SH Lone Tree acknowledge that the intent is to allow each of SH Denver and SH Lone Tree to operate a franchise at their respective locations pursuant to the terms of the FA and a Partial Assignment (as defined below).

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Company, SH Lone Tree, and SH Denver agree as follows:

I. SH Denver hereby grants to SH Lone Tree a Partial Assignment and the Company hereby consents to such Partial Assignment. SH Lone Tree hereby accepts such Partial Assignment and agrees to be bound by the terms of the FA as an Assignee.

II. SH Denver, SH Lone Tree and the Company agree to the following amendments to the FA:

1.	Section 1 is amended to add Section 1 PP and reads as follows:

"Assignee" means SH Lone Tree and any recipient to whom a Partial Assignment is completed.

2.	Section 1 V is amended and restated as follows:

3.	Section 1 is amended to add Section 1 RR and reads as follows:

"Partial Assignment" means (i) the partial assignment of Franchisee's non-exclusive right and license under this Agreement to use the Southern Hospitality System and the Southern Hospitality Licensed Marks in connection with the operation of a Southern Hospitality Restaurant by SH Lone Tree at the SH Lone Tree Location and (ii) any transaction that results in the sale, assignment, transfer, pledge or gift of the Franchisee's non-exclusive right and license under this Agreement to use the Southern Hospitality System and the Southern Hospitality Licensed Marks in connection with the operation of a Southern Hospitality Restaurant as approved in writing by the Company. For a Partial Assignment to be effective, an Assignee must agree in writing to be bound by the terms of the FA and such Assignee shall have all rights and shall observe all the obligations applicable to the Franchisee under the FA. A Partial Assignment will not affect the rights of the Franchisee to continue to operate a Southern Hospitality Restaurant at the SH Denver Location.

4.	Section IV B.2 is deleted in its entirety.

5.	Section VII B.4 is amended to add the following proviso to the end of the paragraph:

Provided, however, that notwithstanding any other provision of this Article VII, the Company will not require Franchisee to make material expenditures on modifying and/or replacing any signage for a period of five (5) years from the date that the Franchise Location opens for business to the public; and further provided that if Franchisee is required to modify or replace the signage due to a trademark dispute involving a third party with the SOUTHERN HOSPITALITY trademark, Company will pay the reasonable cost of modifying or replacing said signage.

6.	Section XI A (Initial Franchise Fee) is amended to add the following proviso to the end of the paragraph:

Notwithstanding the foregoing, an Initial Franchise Fee shall not be due in connection with the SH Lone Tree Location.

7.	Section XI B of the FA is amended and restated in its entirety as follows:

B.Royalty Fee. In consideration of the franchise and license awarded to Franchisee, SH Denver and SH Lone Tree (on a combined basis) shall pay to Company:

1. Until the opening date of the SH Lone Tree Location, without offset, credit or deduction of any nature, a Royalty Fee equal to the greater of: (i) two and one half percent (2-1/2%) of Gross Sales of the SH Denver Location; or (ii) $5,000 per month, subject to an annual increase of 3% per year, with the first 3% increase calculated on January 1, 2015;

2. From and after the opening date of the SH Lone Tree Location and until December 31, 2015, without offset, credit or deduction of any nature, a Royalty Fee equal to the greater of: (i) two and one half percent (2-1/2%) of Combined Gross Sales; or (ii) $8,500 per month, increasing to $9,000 per month January 1, 2016 and thereafter, subject to an annual increase of 3% per year, with the first 3% increase calculated on January 1, 2017; in each case subject to reduction as provided below.

The Royalty Fee shall be due and payable monthly for the Accounting Period specified in the Confidential Manual based upon the Combined Gross Sales during the specified Accounting Period just ended, or on a more frequent schedule as Company may direct upon not less than 10 days prior written notice. SH Denver and SH Lone Tree, jointly and severally, shall be liable for and shall pay the Royalty Fee by check within 15 days.

"Combined Gross Sales" for purposes of this Section XI(B), shall mean Gross Sales of the Franchise Business for both SH Denver and SH Lone Tree.

8.	Section XI C (Promotional Fund Fee) is amended to add the following proviso at the end of the paragraph:

Notwithstanding the foregoing, a Promotional Fund Fee shall not be due in connection with the SH Lone Tree Location.

9.	Section XI D (New Store Opening Module Fee) is amended to add the following proviso at the end of the paragraph:

Notwithstanding the foregoing, a New Store Opening Module Fee shall not be due in connection with the SH Lone Tree Location.

10.	Section XI E (Late Opening) is amended to add the following proviso at the end of the paragraph:

Notwithstanding the foregoing, this Section XI E (Late Opening) shall not apply to the SH Lone Tree Location.

11.	Section XX C is deleted in its entirety.

Except as specifically amended or modified by the terms of this Fifth Amendment, the FA shall be read, interpreted and construed as written and executed by the parties. No further amendments or modifications of the FA shall be made or implied unless they are contained in a further writing executed by the parties.

SH FRANCHISING & LICENSING LLC

By: /s/ Nelson Braff

Name:/s/ Nelson Braff

Title:Member

SOUTHERN HOSPITALITY DENVER, LLC

By: /s/ Gary E. Tedder

Name:/s/ Gary E. Tedder

Title:Manager

SOUTHERN HOSPITALITY LONE TREE, LLC

By: /s/ Shawn Owen

Name:/s/ Shawn Owen

Title:Manager

Exhibit 10.1.4

SIXTH AMENDMENT

TO THE

FRANCHISE AGREEMENT

This Sixth Amendment to Franchise Agreement (the "Sixth Amendment") is made as of February 8, 2015, by and between SH FRANCHISING & LICENSING LLC, a New York limited liability company ("Company"), SOUTHERN HOSPITALITY DENVER, LLC, a Colorado limited liability company ("SHD"), SOUTHERN HOSPITALITY LONE TREE, LLC ("SHLT"), SOUTHERN HOSPITALITY NORTHGATE, LLC, a Colorado limited liability company ("SHNG"), and Southern Hospitality Tejon, LLC ("SHTEJON").

WHEREAS, Company, SHD and SHLT are parties to a franchise agreement dated November 4, 2011, as amended November 4, 2011, November 9, 2012, January 9, 2013, September 23, 2013 and December 30, 2014 (collectively referred to as the "FA"). Unless otherwise defined in this Sixth Amendment, all defined terms used in this Sixth Amendment, as denoted by the use of initial capital letters, have the same meanings as in the FA, as amended to date.

WHEREAS, SHNG and SHTEJON both desire to become subject to the FA as Assignees thereunder, and Company desires to allow SHNG and SHTEJON to be subject to the FA as an Assignee, in connection with its restaurant location at 13021 Bass Pro Drive, Colorado Springs, Colorado, 80921, and 101 N. Tejon Street, Colorado Springs, Colorado, 80903.

WHEREAS, Company, SHD, SHNG and SHTEJON acknowledge that the intent is to allow each of SHD, SHNG and SHTEJON to operate a franchise at their respective locations pursuant to the terms of the FA and a Partial Assignment (as defined below).

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Company, SHNG, SHTEJON, SHLT and SHD agree as follows:

I. SHD hereby grants to SHNG a Partial Assignment and the Company hereby consents to such Partial Assignment. SHNG hereby accepts such Partial Assignment and agrees to be bound by the terms of the FA as an Assignee.

II. SHD hereby grants to SHTEJON a Partial Assignment and the Company hereby consents to such Partial Assignment. SHTEJON hereby accepts such Partial Assignment and agrees to be bound by the terms of the FA as an Assignee.

III. SHD, SHNG, SHLT, SHTEJON and the Company agree to the following amendments to the FA:

1.	Section 1 is amended to add Section 1 PP and reads as follows:

"Assignee" means SHLT, SHNG and SHTEJON and any recipient to whom a Partial Assignment is completed.

2.	Section 1 V is amended and restated as follows:

"Franchise Location" means the business premises approved by Company for the operation of a Southern Hospitality Restaurant that is a subject of this agreement, and specifically: (i) 1433 17^th Street, Suite 150, Denver, Colorado 80202 for SHD (the "SHD Location"); (ii) 7431 Park Meadows Drive, Lone Tree, Colorado, 80124 for SHLT (the "SHLT Location"); (iii) upon conversion of the existing restaurant location to Southern Hospitality signage, 13021 Bass Pro Drive, Colorado Springs, Colorado, 80921 (the "SHNG Location"); and (iv) 101 N. Tejon Street, Colorado Springs, Colorado, 80903 (the "SHTEJON Location).

3.	Section 1 is amended to add Section 1 RR and reads as follows:

"Partial Assignment" means (i) the partial assignment of Franchisee's non-exclusive right and license under this Agreement to use the Southern Hospitality System and the Southern Hospitality Licensed Marks in connection with the operation of a Southern Hospitality Restaurant: (A) by SHLT at the SHLT Location; (B) by SHNG at the SHNG Location; and (C) by SHTEJON at the SHTEJON location; and (ii) any transaction that results in the sale, assignment, transfer, pledge or gift of the Franchisee's non-exclusive right and license under this Agreement to use the Southern Hospitality System and the Southern Hospitality Licensed Marks in connection with the operation of a Southern Hospitality Restaurant as approved in writing by the Company. For a Partial Assignment to be effective, an Assignee must agree in writing to be bound by the terms of the FA and such Assignee shall have all rights and shall observe all the obligations applicable to the Franchisee under the FA. A Partial Assignment will not affect the rights of the Franchisee to continue to operate a Southern Hospitality Restaurant at the SHD Location.

4.	Section XI A (Initial Franchise Fee) is amended to add the following proviso to the end of the paragraph:

Notwithstanding the foregoing, an Initial Franchise Fee shall not be due in connection with the SHLT Location, SHNG Location, or SHTEJON Location.

5.	Section XI B of the FA is amended and restated in its entirety as follows:

B. Royalty Fee. In consideration of the franchise and license awarded to Franchisee, SHD, SHLT, SHNG and SHTEJON (on a combined basis) shall pay to Company:

1. Until the opening date of either of the SHLT Location, SHNG Location, or SHTEJON Location, without offset, credit or deduction of any nature, a Royalty Fee equal to the greater of: (i) two and one half percent (2-1/2%) of Gross Sales of the SHD Location; or (ii) $5,000 per month, subject to an annual increase of 3% per year, with the first 3% increase calculated on January 1, 2015;

2. From and after the opening date of the earliest of the SHLT Location, SHNG Location, or SHTEJON Location and until paragraph XI.B.3 or XI.B.4 applies, without offset, credit or deduction of any nature, a Royalty Fee equal to the greater of: (i) two and one half percent (2-1/2%) of Combined Gross Sales; or (ii) $9,000 per month, subject to an annual increase of 3% per year, with the first 3% increase calculated on January 1, 2016; in each case subject to reduction as provided below;

3. From and after the opening date of the second of SHLT Location, SHNG Location, or SHTEJON Location and until paragraph XI.B.4 applies, without offset, credit or deduction of any nature, a Royalty Fee equal to the greater of: (i) two and one half percent (2-1/2%) of Combined Gross Sales; or (ii) $12,000 per month, and thereafter, subject to an annual increase of 3% per year, with the first 3% increase calculated on January 1, 2016; in each case subject to reduction as provided below;

4. From and after the opening date of the last of the SHLT Location, SHNG Location, or SHTEJON Location, without offset, credit or deduction of any nature, a Royalty Fee equal to the greater of: (i) two and one half percent (2-1/2%) of Combined Gross Sales; or (ii) $15,000 per month, and thereafter, subject to an annual increase of 3% per year, with the first 3% increase calculated on January 1, 2016; in each case subject to reduction as provided below;

The Royalty Fee shall be due and payable monthly for the Accounting Period specified in the Confidential Manual based upon the Combined Gross Sales during the specified Accounting Period just ended, or on a more frequent schedule as Company may direct upon not less than 10 days prior written notice. SHD, SHLT, SHNG and SHTEJON, jointly and severally, shall be liable for and shall pay the Royalty Fee by check within 15 days.

"Combined Gross Sales" for purposes of this Section XI(B), shall mean Gross Sales of the Franchise Business for SHD, SHLT, SHNG, and SHTEJON.

6.	Section XI C (Promotional Fund Fee) is amended to add the following proviso at the end of the paragraph:

Notwithstanding the foregoing, a Promotional Fund Fee shall not be due in connection with the SHLT Location, SHNG Location, or SHTEJON Location.

7.	Section XI D (New Store Opening Module Fee) is amended to add the following proviso at the end of the paragraph:

Notwithstanding the foregoing, a New Store Opening Module Fee shall not be due in connection with the SHLT Location, SHNG Location, or SHTEJON Location.

8.	Section XI E (Late Opening) is amended to add the following proviso at the end of the paragraph:

Notwithstanding the foregoing, this Section XI E (Late Opening) shall not apply to the SHLT Location, SHNG Location, or SHTEJON Location.

9.	Section XX C is deleted in its entirety.

Except as specifically amended or modified by the terms of this Sixth Amendment, the FA shall be read, interpreted and construed as written and executed by the parties. No further amendments or modifications of the FA shall be made or implied unless they are contained in a further writing executed by the parties.

SH FRANCHISING & LICENSING LLC

By: /s/ Nelson Braff

Name: /s/ Nelson Braff

Title: Member

SOUTHERN HOSPITALITY DENVER, LLC

By: /s/Gary E. Tedder

Name: /s/ Gary E. Tedder

Title: Manager

SOUTHERN HOSPITALITY NORTHGATE, LLC

By: /s/ Shawn Owen

Name: /s/ Shawn Owen

Title: Manager

SOUTHERN HOSPITALITY LONE TREE, LLC

By: /s/ Shawn Owen

Name: /s/ Shawn Owen

Title: Manager

SOUTHERN HOSPITALITY TEJON, LLC

By: /s/ Shawn Owen

Name: /s/ Shawn Owen

Title: Manager

Exhibit 10.4

STANDARD BUILDING LEASE

THIS LEASE made this 15th day of April 2012, between Southern Hospitality Franchise Holding Corporation, a Colorado Corporation ("Tenant") and Elmo, Limited Liability Company, a Colorado limited liability company ("Landlord").

WITNESSETH:

DEMISE

Landlord does hereby lease to Tenant and Tenant hereby hires from Landlord Suite 150 (the "Premises" or "Leased Premises") such Premises depicted on the plat attached hereto as Appendix A, which Premises are situated in that certain building located at 1433 17th Street, Denver, Colorado (the "Building"), which building is situated on that certain parcel of real property (the "Property") legally described in Appendix B together with a non-exclusive right, subject to the provisions hereof, to use all appurtenances thereto, including, but not limited to, any plazas, common areas, walks, ways or other areas in the Building or on the Property designated by Landlord for the exclusive or nonexclusive use of the tenants of the Building. The Building, Property, plazas, common areas, walks, ways, and other areas and appurtenances are hereinafter sometime collectively called the "Building Complex."

Such letting and hiring is upon and subject to the terms, conditions, and covenants herein set forth, and Tenant covenants as a material part of the consideration for this Lease to keep and perform each and all said terms, conditions, covenants by it to be kept and performed and that this Lease is made upon the condition of such performance.

1. USE

The Premises are to be used and occupied for the operation of a restaurant under the trade name of "Southern Hospitality". The use shall be a full service, upscale sit-down restaurant serving alcoholic beverages. The Tenant shall not serve pizza as a primary menu item. Tenant shall not alter its use of the Premises without Landlord's consent, which Landlord may withhold in its sole and absolute discretion. Tenant acknowledges that Tenant's covenants in this Section are essential to Landlord's establishment of a tenant mix for the Retail Space intended to benefit the other tenants of the Project and Elmo, LLC and, accordingly, are material considerations which have induced Landlord to enter into this Lease. Tenant's operations shall be, at all times and in all respects, of a quality at least equal to other full service restaurants of comparable size and nature in Denver, Colorado, as exist on the date of this Lease. The foregoing standards shall apply, without limitation, to the furniture and furnishings of the Premises, the attire and appearance of employees, and the management and operation of the Premises in general. It is expressly understood that Landlord reserves the right to dete1mine the character of occupancy of any tenant or to permit any other reasonable use of the Building, including but not limited to retail or commercial uses.

2. TERM

A. Term. The term of this Lease shall be for a period of one-hundred and twenty four and one half (124.5) months, commencing at 12:01 a.m. on April 16, 2012 (the "Commencement Date"), and ending at 5:00 p.m., Denver time on August 31, 2022 (the "Primary Lease Term"), subject to Tenant’s right to renew this Lease for the Extended Term as set forth below. Rent shall commence upon the earlier of September 1, 2012 or such earlier date upon which the Tenant opens for business (the "Rent Commencement Date"). If Tenant opens for business prior to September 1, 2012, Rent shall be prorated in proportion to the days open to the days of the month in which the Tenant opens.

B. Option to Renew. Tenant shall have the option to renew this lease for two, five year periods (to the extent exercised, the "Extended Term" and "Extension Period") at the rate stated in Appendix D to this Lease upon written notice to the Land lord, such notice being sent not sooner than 180 days nor less than 120 days prior to the expiration of the Primary Lease

Term or current Extension Period, as then applicable. For purposes of this Lease, reference to the "Term" shall mean the Primary Lease Term plu s the applicable Extended Term. Notwithstanding any provision of this Lease to the contrary, in the event that Tenant assigns or sublets the Premises to any permitted assignee or sub lessee, then unless specifically granted to such assignee or sub lessee by Landlord in writing, the options to renew set forth herein shall terminate and be of no further force and effect.

3. COMPLETION OF THE PREMISES

A. Landlord 's Work. Landlord shall have a limited obligation for the completion of the Premises in accordance with the provisions hereof and of the Tenant Work Agreement.

B. Limitations. Except as set forth in this Lease (including the Tenant Work Agreement attached hereto as Appendix C), Landlord shall have no other obligation with respect to improvement of the Premises and Tenant shall be deemed to accept the Premises in its "AS IS" condition as of the date Landlord delivers possession of the Premises to Tenant.

4. RENT

A. Base Rent. Tenant agrees to pay to Landlord, without set-off or other deduction of any kind, during the full Primary Lease Term monthly installments of rent in the amounts (and for the applicable periods of the Primary Lease Term) set forth in Append ix D (the "Base Rent") for the Premises. The first full monthly installment of Base Rent shall be payable on the Rent Commencement Date and each succeeding monthly installment shall be due and payable on or before the first day of each and every successive calendar month thereafter during the Tenn hereof.

B. No Offsets. The Base Rent, and all other sums or charges required by this Lease to be paid by the Tenant to the Landlord (collectively, "Additional Rent" and, together with Base Rent, "Rent") shall be paid, except as hereinafter set forth, to the Landlord without offset or deduction of any kind, in lawful money of the Uni ted States of America, at the office of the Landlord in the Building, or to such other person or at such other place as Landlord may from time to time designate in writing.

C. Interest on Late Payments. Any rent (whether Base Rent or Additional Rent) or other amount due from Tenant to Landlord under this Lease not paid within five (5) days of the date due shall bear interest from the date due until the date paid at the annual rate of two percent (2%) above the prime rate in effect from time to time during such period, but not less than eighteen percent (18%) per annum nor more than twenty-on e percent (2 1%) per annum. The payment of such interest shall not excuse or cure any default by Tenant under this Lease. The failure to charge or collect such interest in connection with any one or more such late payments shall not constitute a waiver of Landlord's right to charge and collect such interest in connection with any other similar or like late payments. The covenants herein to pay Rent (both Base Rent and Additional Rent) shall be independent of any other covenant set forth in this Lease. The phrase "Prime Rate" as used in this Section and in this Lease shall mean the rate of interest quoted from time to time by Wells Fargo Bank - Denver, N .A. as the rate of interest charged to its most creditworthy corporate borrowers on unsecured ninety (90) day commercial loans.

D. Late Payment Charge. Further, and notwithstanding the interest charges provided for in the preceding subparagraph (C), in the event any Rent or other amounts owing hereunder are not paid within five (5) days after written notice, Landlord and Tenant agree that Landlord will incur additional administrative expenses, the amount of which will be difficult if not impossible to determine. Accordingly, Tenant shall pay to Landlord an additional one-time late charge for any such late payment in the amount of five percent (5%) of the amount then due.

5. TAXES AND OPERATIN G COST ADJUSTMENT FORMULA

In addition to Base Rent, Tenant shall pay, as Additional Rent, Tenant's Proportionate Share (hereinafter defined) of the Taxes and Operating Costs of the Building Complex durin g the Term. Accordingly, Tenant shall pay, on a monthly basis throughout the Term and in addition to

Base Rent, Tenant' s Proportionate Share of Taxes and Operating Costs based upon Landlord 's estimate thereof, subject to the provisions of this Section 5 and Section 6 below.

A. Taxes. The Base Rent payable by Tenant for such year shall be increased by Tenant's Proportionate Share of the Taxes (as defined below) incurred during the Term. For purposes hereof, Tenant's proportionate share ("Proportionate Share") shall be 36.70%, with the same calculated on the basis that the rentable area of floor space in the Premises bears to the total rentable area of floor space in the Building as of the date hereof. If there is a change in the total Building rentable area as a result of an addition to the Building, partial destruction, modification or similar cause, which event causes a reduction or increase on a permanent basis, Landlord shall adjust the Proportionate Share as shall be necessary to provide for any such changes. Landlord's system for measurement applied to all tenants shall be used to determine rentable area. In determining the amount of Taxes for any calendar year, the amount of special assessments to be included shall be limited to the amount of the installment (plus any interest payable thereon) of such special assessment which would have been required to have been paid during such calendar year if Landlord had elected to have such special assessment paid over the maximum period of time permitted by law, if such election is available to Landlord. Except as provided in the second sentence of Subsection 6.A.(l ) hereof, all reference to Taxes "for" and "billed for" a particular calendar year shall be deemed to refer to Taxes levied, assessed, billed or otherwise imposed for such calendar year, without regard to the dates when any such Taxes are due and payable.

As used in this Lease, the term "Taxes" means any and all general and special taxes and impositions of every kind and nature whatsoever levied, assessed, or imposed upon, or with respect to, the Building Complex, any leasehold improvements, fixtures, installations, additions, and equipment, whether owned by Landlord or Tenant , or either because of or in connection with the Landlord's ownership, leasing, and operation of the Building and the Property, including, without limitation, real estate taxes, personal property taxes, sewer rents, water rents, general or special assessments, and duties or levies charged or levied upon or assessed against the Building and the Property and personal property, transit taxes, all costs and expenses (including legal fees and court costs) charged for the protest or reduction of property taxes or assessments in connection with the Property and the Building, or any tax or excise on rent or any other tax (however described) on account of rental received for use and occupancy of any or all of the Building and the Property whether any such taxes are imposed by the United States, the State of Colorado, the City and County of Denver, or any other government municipality, authority, or agency or any political subdivision of any thereof. Taxes shall not include any net income, capital stock, succession, transfer, franchise, gift, estate, and inheritance taxes; provided, however, if at any time during the Term hereof, a tax or excise on rents or income or other tax, however described (herein called "Rent Tax"), is levied or assessed by the State of Colorado or any political subdivision, hereof, on account of the Rent hereunder or the interest of Land lord under this Lease, such Rent Tax shall constitute Taxes.

B. Operating Costs. In addition to the Base Rent payable by Tenant hereunder, Tenant covenants and agrees to pay an amount equal to the Tenant 's Proportionate Share of the Operating Costs of Landlord during the Term of the Lease calculated on the basis of Tenant' s Proportionate Share thereof.

As used in this Lease, the term "Operating Costs" means any and all expenses, costs, and disbursements (other than Taxes) of every kind and nature whatsoever, which are paid or accrued by Landlord in connection with the management, maintenance, operation, or repair of the Building Complex, (including, without limitation):

(1) Costs of supplies, including, but not limited to, the cost of re-lamping all lighting installed in common areas of the Building Complex;

(2) Costs incurred in connection with obtaining and providing energy for the Common Areas and common heating of the Building Complex, including, but not limited to, costs of propane, butane, natural gas, steam, electricity, solar energy, fuel oils, coal or any other energy sources, Tenant' s use of electricity and natural gas within the demised premises will be separately metered and shall be responsible for the payment of these utility charges;

(3) Costs of water and sanitary and storm drainage services apportioned according to use amongst the tenants;

(4) Costs of janitorial of the common areas and security services;

(5) Costs of general maintenance and repairs, including costs under climate control and other mechanical maintenance contracts and repairs and replacements of equipment used in connection with such maintenance and repair work;

(6) Costs of maintenance and replacement of landscaping;

(7) Insurance premiums, including fire and all-risk coverage, together with loss of rent endorsement, the part of claim required to be paid under the deductible portion of any insurance policies carried by Landlord in connection with the Building Complex (where Landlord is unable to obtain insurance without such deductible from a major insurance carrier at reasonable rates), public liability insurance (all insurance shall be in such amounts as may be required by Mortgagee (as defined in Section 24 hereof) or as Landlord may reasonably determine);

(8) Labor costs associated with operation and maintenance of the Building Complex, including wages and other payments, costs to Landlord of workmen 's compensation and disability insurance, payroll taxes, welfare fringe benefits, and all Legal fees and other costs or expenses incurred in resolving any labor dispute associated with the operation and maintenance of the Building Complex;

(9) Professional building management fees including rental for the Manger's office space and costs of supply the Manager with necessary office equipment and storage space in the Building or in an offsite storage unit used in connection with the operation of the Building;

(10) Legal, accounting inspection, and consultation fees (including, without limitation, fees charge by consultants retained by Landlord for services that are intended to produce a reduction in Operating Costs, reduce the rate of increase in Operating Costs or to reasonably improve the operation, maintenance or state of repair of the Building Complex);

(11) The cost of capital improvements and minor structural repairs and replacements made in or to the Building Complex in order to conform to changes subsequent to the Commencement Date in any applicable laws, ordinances, rules, regulations or orders of any governmental or quasi-governmental authority having jurisdiction over the Building Complex (herein "Required Capital Improvements") and the costs of any capital improvements and structural repairs and replacements designed primarily to reduce Operating Costs or to reduce the rate of increase in Operating Costs (herein "Cost Savings Improvements"). The expenditures for Required Capital Improvements and Cost Savings Improvements shall be reimbursed to Landlord in equal installments over the useful life of such capital improvement or structural repair or replacement (as determined by Landlord) together with interest on the balance of the unreimbursed expenditure at the Prime Rate in effect on the date the expenditure was incurred by Landlord or the rate such funds to make any capital improvements or structural repairs were actually borrowed by Landlord, whichever may be higher, provided, however, that the amount to be reimbursed by Tenant for any Cost Savings Improvement shall be limited in any year to the reduction or estimated savings in Operating Costs as a result thereof;

(12) Costs incurred by Landlord or its agents in engaging experts or other consultants to assist them in making the computations required hereunder;

(13) Rental payments or acquisition costs, allocated over the useful life, for machinery or equipment, including vehicles, necessary to timely and economically perform the cleaning and maintenance functions imposed on Landlord together with interest on such acquisition cost at the Prime Rate in effect as of the acquisition date or the rate such funds for acquisition costs were actually borrowed by Landlord, whichever may be higher, on the balance of the unrecovered acquisition cost over the useful life of such machinery or equipment;

(14) Special Assessments levied against the Building Complex and/or, Landlord for any reason whatsoever, including but not limited to the Downtown Denver Improvement District, maintenance and repair of the 16th Street Mall or other public transportation system and/or otherwise.

"Operating Costs" shall not include:

(1) Costs of work, including painting and decorating and other tenant change work, which Landlord performs for any tenant or in any tenant 's space in the Building other than work of a kind and scope which Landlord would be generally obligated to furnish to all tenants;

(2) Costs of repairs or other work occasioned by fire, windstorm or other insured casualty to the extent of insurance proceeds received;

(3) Leasing commissions, advertising expenses and other costs incurred in leasing space in the Building;

(4) Costs of repairs or rebuilding necessitated by condemnation;

(5) Any interest on borrowed money or debt amortization, except as specifically set forth above;

(6) Depreciation on the Building Complex ;

(7) Any settlement, payment or judgment incurred by Landlord or the Building manager due to their willful misconduct or gross negligence, as established by a court of law, which is not covered by insurance proceeds; or

(8) Cost of any damage to the Building Complex caused directly by Landlord's willful misconduct or gross negligence, as established by a court of law, which is not covered by insurance proceeds.

Notwithstanding anything contained herein to the contrary, if any lease entered into by Landlord with any tenant in the Building is on a so-called "net" basis, or provides for a separate basis of computation for any Operating Costs with respect to its leased premises, then to the extent that Landlord, in its sole judgment, determines that an adjustment should be made in making the computations herein provided for to appropriately allocate the Operating Costs among the tenants, Landlord shall be permitted to modify the computation of Taxes, rentable area, and/or Operating Costs for a particular calendar year in order to eliminate or otherwise compensate for any such expenses which are paid for in whole or in part by such tenant. Furthermore, in making any computations contemplated hereby, Landlord shall also be permitted to make such adjustments and modifications to the provisions of this Section 5 as shall be reasonably necessary to achieve the intention of the parties hereto.

6. TAXES AND OPERATING COST ADJUSTMENT PAYMENT

The adjustments provided for in Subsections 5.A. and 5.B. shall be made as follows:

A. On or before the execution of this Lease and on or before the 15'11 day of May of each year following the date of execution hereof, Landlord shall furnish to Tenant a written statement showing Landlord's actual Taxes and Operating Costs for the preceding calendar year, along with any excess or deficiency for the previous calendar year by virtue of Tenant's payment of Tenant's estimated Proportionate Share of Taxes and Operating Costs. Such statement shall also indicate Landlord's reasonable estimate of its Taxes and Operating Costs for the current calendar year. The failure of Landlord to furnish such a statement for any year shall not preclude Landlord from enforcing its rights under this Lease to recover from Tenant its Proportionate Share of Taxes and Operating Costs obligations to Landlord.

B. If, pursuant to such calculations, Tenant 's Proportionate Share of the actual Taxes and Operating Costs exceeds the sum of Tenant's payments of its Proportionate Share of the

estimated Taxes and Operating Costs, then Tenant shall pay to Landlord, within fifteen (15) days following the furnishing (the "upward adjustment date") of each such calculation to Tenant, the difference. If, pursuant to such calculations, Tenant 's Proportionate Share of the actual Taxes and Operating Costs is less than the sum of Tenant' s payments of its Proportionate Share of the estimated Taxes and Operating Costs, and provided Tenant shall: (i) be entitled to share in such savings pursuant to the provisions of Subsection 5.A.; and (ii) not then be in default under any of the provisions of this Lease, Landlord shall, at Tenant's option, either refund the difference, calculated as aforesaid, or apply such amount against any other amounts then due from Tenant to Landlord. For purposes of confirmation, Tenant acknowledges that Tenant shall be responsible for paying, together with Tenant's payment of Base Rent, Land lord's estimate of Tenant's monthly Proportionate Share of actual Taxes and Operating Costs for each year during the Term. Said estimated amount shall be subject to adjustment (and appropriate adjusting payments between the parties hereto) as provided in this Lease in Section 6.A. above.

C. Audit and Adjustment Procedures.

(1) The annual determination and statement of Taxes and Operating Costs shall be prepared in accordance with generally accepted accounting principles. In the event of any dispute as to any Rent due hereunder, Tenant shall have the light to inspect Landlord's accounting records relative to Taxes and Operating Costs at the office in which Landlord maintains its records during normal business hours at any time within fifteen (1 5) days following the furnishing by Landlord to Tenant of such statement. Unless Tenant shall take written exception of any item in any such statement within such fifteen (15) day period, such statement shall be considered as final and accepted by Tenant. If Tenant makes such timely written exception, a certification as to the proper amount of Rent shall be made by a Certified Public Accountant designated by Landlord which certification shall be final and conclusive. Tenant agrees to pay the cost of such certification unless it is determined that Landlord's original determination of both Taxes and Operating Costs was in error by more than three percent (3.0%) over Tenant's actual obligation.

(2) In the event of the termination of this Lease by expiration of the stated Term or for any other cause or reason prior to the determination of an adjustment to Rent permitted by this Lease, Tenant's agreement to pay its pro rata share of increases in Taxes and Operating Costs up to the time of termination shall survive termination of this Lease, and Tenant shall pay all amounts due to Landlord within fifteen (15) days after being billed therefore. In the event of termination of this Lease by expiration of t11e stated Term or for any other cause or reason whatsoever, except default by Tenant of any of the terns or provisions of this Lease, prior to the determination of adjustments as hereinabove set forth in Sections 5 and 6, Landlord 's agreement to refund any excess Rent paid by Tenant up to the time of termination shall survive termination of the Lease, and Landlord shall pay the amount due, adjusted by the an1ounts of any applicable offsets, to Tenant within fifteen (15) days of Landlord's determination of such amounts.

(3) All calculations to be made under this Section 6 shall be made, furnished, handled, and (where applicable) billed separately.

(4) Subject to the rights of Landlord hereunder any refund to which Tenant may be entitled under the provision of any of Subsections 6.A. and 6.B. may not be used by Tenant to offset any payments of Rent or other payments then due or that become due Landlord under this Lease.

(5) If the Term of this Lease commences on any day other than the first day of January, or if the Term of this Lease ends on any day other than the last day of December, Tenant's Proportionate Share of Taxes and Operating Costs for such partial year shall be pro rated on the basis by which the number of days in such partial year bears to 365.

(6) All sums which Tenant is required to pay or discharge pursuant to Sections 5 and 6 of this Lease shall, together with any interest or other sums which may be addedfor late payment thereof, constitute "Rent" hereunder.

7. HOLDING OVER

Should Tenant hold over after the termination of this Lease, whether such termination occurs by lapse of time or otherwise, Tenant shall become a tenant from month-to-month upon each and all of the terms herein provided as may be applicable to such a tenancy, and any such tenancy shall not constitute an extension of this Lease; provided, however, during such period as a tenant from day-to-day, Tenant shall pay Rent at one hundred fifty percent (150%) of the Rent payable for the month immediately preceding the date of termination of this Lease and, in addition, Tenant shall reimburse Landlord for all damages (consequential, as well as direct) sustained by it by reason of Tenant's occupying the Premises past the termination date. The provisions of this paragraph shall not exclude nor waive Landlord's right of re-entry or any other right thereunder.

8. BUILDING SERVICES

A. Standard Services. Landlord agrees to furnish to the Premises during regular business hours from 7:00 A.M. to 6:00 P.M. Mondays through Fridays and from 7:00 A.M to 1:00 P.M. Saturdays, in each case except for federally observed Holidays, and subject to the rules and regulations of the Building, heat and air conditioning off of the building's main air conditioning loop for the Building Common Areas, which in Landlord 's judgment is necessary to provide a reasonably comfortable environment for the Common Area portion but not all of the use and occupancy of the Premises. The Tenant's primary ventilation and air conditioning is a stand alone system independent of the rest of the Building and i s designed and is to be maintained by the Tenant to the Tenant's requirements. Landlord shall enter into service agreements on behalf of the Tenant for the maintenance and repair of the Tenant's primary ventilation and air conditioning system. All costs associated with such contract and any additional costs relating to the maintenance, repair, replacement and operation of said system will be solely the obligation of the Tenant. Landlord further agrees to furnish occasional passenger elevator service for persons with disabilities, subject to scheduling by Landlord. Landlord shall also furnish: (i) adequate electric current and heating to be supplied for lighting and heating of the Common Areas and of the Premises; (ii) janitorial and cleaning services during the business week for the Common Areas; and (iii) domestic water, in reasonable quantity. Elevator service shall be provided by the use of the lobby automatic elevator which will be provided to the Tenant for the monitored access to the Premises by persons with disabilities only. Landlord shall also, at said times, maintain and keep lighted the common stairs and entries in the Building that would reasonably be subject to use by Tenant, its agents and employees during other than regular business hours.

B. Interruption of Standard Services. Tenant agrees that Landlord shall not be liable for failure to supply, heating, air conditioning, elevator, janitorial service, electric current, or any other service described in Subsection (A) above during any period when Landlord uses reasonable diligence to restore or to supply such services or electric current, it being further agreed that Landlord reserves the right to temporarily discontinue such services or any of them, or electric current at such times as may be necessary by reason of accident, unavailability of employees, repairs, alternations, or improvements or whenever by reason of strikes, lockouts, riots or acts of God, or any other happening or occurrence beyond the reasonable control of Landlord. If Landlord is unable to furnish such services or electric current, Landlord shall not be liable for damages to persons or property for any such discontinuance, nor shall such discontinuance in any way be construed as a constructive or actual eviction of Tenant or cause an abatement of Rent or operate to release Tenant from any of Tenant's obligations hereunder. Landlord's obligation to furnish services or electric current shall be conditioned upon the availability of the same from the public utility companies or municipal authorities presently serving the Building Complex. Landlord shall have the right to reduce heating, cooling, or lighting within the Premises and in the public area in the Building as required by any mandatory fuel or energy-saving program. Landlord shall have the right to enter upon the Premises at all reasonable times in order to make such repairs, alterations, and adjustments as shall be necessary in order to comply with the provisions of any energy-saving program or any mandatory statute, regulation, or program.

C. Services Paid By Tenant. Tenant shall separately arrange with applicable local public authorities or utilities, as the case may be, for the furnishing of and payment for all

electrical meter, gas meters and water meters specifically associated with the operation of the Tenant's business and telephone services as may be required by Tenant in the use of the Premises. Tenant shall directly pay for such services, including the establishment and connection thereof, at the rates charged for such services by said authority or utility, and the failure of Tenant to obtain or to continue to receive such services for any reason whatsoever shall not relieve Tenant of any of its obligations under this Lease. Telephone installation shall be accomplished pursuant to all state and local building codes and other requirements, and Tenant shall not cause or permit to be installed any wiring within the Building without Landlord 's prior written consent thereto (which consent may be evidenced by Landlord 's approval of Tenant's initial build-out construction drawings and which subsequent consent(s) may be conditioned upon satisfaction of the other requirements of this Lease as relate to such installation). Likewise, Tenant shall be responsible for insuring tenant's personal property. Tenant shall not have the right to use Common Areas of the Building except for the emergency and ADA access to the Building lobby without the sole consent of the Landlord which consent may be withheld or delayed.

D. Above-Standard Service Requirements. If heat generating machines or equipment, including telephone equipment, cause the temperature in the Premises, or any part thereof, to exceed the temperatures the Building's air conditioning system would be able to maintain in such Premises were it not for such heat generating equipment then, Landlord reserves the right to install supplementary air conditioning units in the Premises, and the cost thereof, including the cost of installation and the cost of operation and maintenance thereof, shall be paid by Tenant to Landlord upon demand by Landlord.

Tenant shall not, without the written consent of Landlord, use any apparatus or device which will in any way increase the amount of electricity or water which Landlord determines to be reasonable for use of the Premises as restaurant space, nor connect with electric current (except through existing electrical outlets in the Premises) or water pipes any apparatus or device for the purposes of using electric current, water, or other energy. If Tenant shall require electric current, water, or any other energy in excess of that which is respectively obtainable from existing electrical outlets or water pipes, and which is, in Landlord's opinion, above normal for use of the Premises, Tenant shall first procure the written consent of Landlord, which Landlord may not unreasonably refuse. If Landlord consents to such excess electric, water, or other energy, requirements, Tenant shall, on demand, pay all costs of meter service and facilities necessary to measure and/or furnish such excess capacity. Tenant shall also pay the entire cost, of such additional electricity, water, or other energy used.

E. Cleaning. Tenant shall provide commercially reasonable janitorial or cleaning services. Such services shall be subject to supervision of the Tenant, and by a janitorial or cleaning contractor or employees at all times satisfactory to the Tenant and satisfactory to the Landlord.

9. CONDITION OF PREMISES

Tenant, by taking possession of the Premises, shall be deemed to have agreed that the Premises were, as of the date of taking possession, in good order, repair, and condition and satisfactorily completed in accordance with Landlord 's obligations under this Lease. No promise of Landlord to alter, remodel, decorate, clean, or improve the Premises, the Building, or the Property, and no representation or warranty, express or implied, respecting the condition of the Premises, the Building, or the Property has been made by Landlord to Tenant, unless same is specifically set forth herein or in Appendix C. This Lease does not grant any rights to view or light from or to the Premises, or air over the Premises or the Property.

10. USE OF LEASED PREMISES

A. Use. The Premises shall not be used other than for the purpose set forth in Section 1of this Lease, provided such purpose complies with all applicable laws, ordinances, regulations, or other governmental ordinances from time to time in existence.

B. Prohibited Use. The Premises shall not be used for the carrying on of any barter, trade, or exchange of goods, or sales through promotional give-away gimmicks, or business involving the sale of second-hand goods, insurance salvage stock, or fire sale stock, and shall not be used for auction or pawnshop business, any fire sale, bankruptcy sale, going-out-of business sale, moving sale, bulk sale, or any other business which, because of merchandising methods or otherwise, would tend to lower the first-class character of the Building. The Premises shall not permit any gambling, legal or otherwise, no sex related shows or performances or primarily single gender club activities, cigar bars, teen clubs, after-hour clubs, private men 's or private woman's clubs or any other similar use. The Landlord reserves the right, in its sole discretion, to disallow any other use or activity in the Premises without causing a default by the Landlord. The Tenant remains obligated to the Lease without regard to the denial or disapproval of such operations by the Landlord.

C. Hazardous Use. Tenant agrees that it will not keep, use, sell, or offer for sale in or upon the Premises any article which may be prohibited by any insurance policy in from time to time covering the Building. In the event Tenant's occupancy or conduct of business in or on the Premises, whether nor not Landlord has consented to the same, results in any increase in premiums for the insurance carried from timeto time Landlord with respect to the Building, Tenant shall pay any such increase in premiums as Additional Rent within ten (10) days after bills for such additional premiums shall be rendered by Landlord. In determining whether increased premiums are a result of tenant's use or occupancy of the Premises, a schedule issued by the organization computing the insurance rate on the Building showing the various components of such rate, shall be conclusive evidence of the several items and charges which make up such rate. Tenant shall promptly comply with all reasonable requirements of the insurance authority or of any insurer now or hereafter in effect relating to the Premises. To the Landlord's actual knowledge, there are no violations of any environmental laws or regulations relating to the Premises.

D. No Waste. Tenant shall not commit, suffer, or permit any waste, damage, disfiguration, or injury to the Premises or any other part of the Building Complex including without limitation Common Areas or the fixtures and equipment located therein or thereon, or permit or suffer any overloading of the floors thereof, and shall not place any safes, heavy business machinery or other heavy things in the Premises without first obtaining the written consent of Landlord and, if required by Landlord, of Land lord 's architect. Tenant shall not use or permit to be used any part of the Premises for any dangerous, noxious, or offensive trade or business, and shall not cause or permit any nuisance, noise, or action in, at, or on the Premises.

E. Protection Against Insurance Cancellation. If any insurance policy on the Building or any part thereof shall be canceled or if cancellation shall be threatened, or if the coverage thereunder shall be reduced or be threatened to be reduced, in any way by reason of the use or occupation of the Premises or any part thereof by Tenant, any assignee or subtenant of Tenant, or by anyone permitted by Tenant to be upon the Premises, and if Tenant fails to remedy the condition giving rise to the cancellation, threatened cancellation, reduction or notice thereof, Landlord may, at its option, enter upon the Premises and attempt to remedy such condition and Tenant shall forth with pay the cost thereof to Landlord as Additional Rent. Landlord shall not be liable for any damage or injury caused to any persons or property of Tenant or of others located on the Premises as a result of such entry unless caused by the gross negligence of Landlord. In the event that Landlord shall be unable to remedy such condition then Landlord shall have all of the remedies provided for in this Lease in the event of a default by Tenant. Notwithstanding the foregoing provisions of this Section 10, if Tenant fails to remedy as aforesaid, Tenant shall be in default of its obligation hereunder, and Landlord shall have no obligation to attempt to remedy.

11. COMPLIANCE WITH THE LAW

Tenant shall not use the Premises or permit anything to be done in or about the Premises which will in any way conflict with any law, statute, ordinance, or governmental rule or regulation now in force or which may hereafter be enacted or promulgated. Tenant shall, at its sole cost and expense, promptly comply with all laws, statutes, ordinances, and governmental rules, regulations, or requirements now in force or which may hereafter be in force, and with the requirements of any board of fire underwriters or other similar body now or hereafter, constituted

relating to or affecting the condition, use, or occupancy of the Premises, excluding structural changes not related to or affected by Tenant' s improvements or acts. The judgment of any court of competent jurisdiction or the admission of Tenant in an action against Tenant, whether Landlord be a party thereto or not, that Tenant has violated any law, statute, ordinance, or governmental rule, regulation, or requirement , shall be conclusive of that fact as between Landlord and Tenant.

12. ALTERATION OR REPAIR

A. Tenant to Maintain. Tenant shall, at its sole expense, keep the Premises in good repair and tenantable condition during the Term of this Lease. Landlord agrees that it will use its reasonable best efforts to maintain the Common Areas of the Building in a condition similar to the condition of other like building space in the area, the cost of which shall be paid as described in paragraph 5(B) above. Tenant shall not, without the prior written consent of Landlord, which shall not unreasonably be withheld, make any alterations, improvements, or additions to the Premises, including, but not limited to, partitions, wall coverings, floor coverings, and special lighting installations. In the event Tenant desires to make any alterations, improvements, or additions, Tenant shall first submit to Landlord written approval thereof prior to commencing any such work. All alterations, improvements, or additions, whether temporary or permanent in character, made by Landlord or Tenant in or upon the Premises shall become Landlord 's property and shall remain upon the Premises at the termination of this Lease by lapse of time or otherwise, without compensation to Tenant (excepting only, Tenant' s trade fixtures, and professional equipment); provided, however, that Landlord shall have the right to require Tenant to remove the same at Tenant' s cost upon the termination of this Lease, and the repair of any damage caused to the Premises or the Building as a result of any such removal shall be paid for by Tenant. The work necessary to make any repairs required pursuant to this Section 12 or to make any alterations, improvements, or additions to the Premises to which Landlord may consent pursuant thereto, shall be done by employees or contractors employed by Landlord, or with Landlord 's consent in writing given prior to the letting of a contract by contractors employed by Tenant, but in each case, only under written contract approved in writing by Landlord, and subject to all conditions Landlord may impose. Tenant shall promptly pay to Landlord or to Tenant' s contractors, as the case may be, when due, the cost of all such work and of all decorating required by reason thereof, and upon completion, deliver to Landlord, if payment is made directly to Tenant' s contractors, evidence of payment and waivers of all liens for labor, services, or material s, and furthem1ore, Tenant shall defend and hold Landlord harmless from all costs, damages, liens for labor, services, or materials relating to such work, and shall defend and hold Landlord harmless from all costs, damages, liens, and expenses related thereto. In the event that Landlord incurs any expenses in the removal of trash cleaning of elevators, public corridors, and loading areas as a result of Tenant' s contractors' work then Tenant agrees it shall reimburse Landlord within seven (7) days after Landlord provides Tenant with notice of such expenses.

B. Protection Against Liens. At least five (5) days prior to the commencement of any work on the Premises, Tenant shall notify the Landlord of the names and addresses of the persons supplying labor and materials for the proposed work so that Landlord may avail itself of the provisions of statutes such as Section 38-22- 105 of the Colorado Revised Statutes. During the progress of any such work on the Premises, Landlord or its representatives shall have the right to go upon and inspect the Premises at all reasonable times, and shall have the right to post and keep posted thereon notices such as those provided for by Section 38-22-105.

C. Condition of Surrender. Tenant shall, at the termination of this Lease, surrender the Premises to Landlord in as good condition and repair as reasonable and proper use thereof will permit. Loss by ordinary wear and tear, fire, and other insured against casualty excepted, and in the state of broom cleanliness.

D. Damage By Tenant. If the Building, elevators, boilers, engines, pipes, and other apparatus, or members or elements of the Building (or any of them) used for the purpose of climate control of the Building or operations of elevators, or if the water pipes, drainage pipes, electric lighting, or other equipment of the Building, the roof or outside walls of the Building, or

parking facilities of Landlord become damaged or are destroyed through the negligence, carelessness, or misuse of Tenant, its servants, agents, or employees, or through Tenant or such parties, then the cost of necessary repairs, replacements, or alterations shall be borne by the Tenant, who shall, on demand, forthwith pay the same to Landlord as Rent. Any amounts due from Tenant pursuant to this paragraph shall be reduced by the amount of insurance proceeds, if any, received by Landlord for the repair of said dan1age. Tenant agrees all alterations to the Premises shall be completed under the direct supervision of Landlord except for minor repairs and cosmetic alterations the cumulative cost of which is less than $1,000.00.

13. ABANDONMENT - Tenant shall give Landlord five (5) days' written notice of its intent to abandon the Premises. Abandonment is considered a default under th e tern1s of this Lease as further described in paragraph 20 (A).

14. ASSIGNMENT AND SUBLETTING.

A. Limitation on Assignment or Subletting. Tenant shall not assign this Lease, or any interest therein, and shall not sublet the Premises, or any part thereof, or any right or privilege appurtenant thereof and shall not suffer any other person to occupy or use the Premises or any portion thereof, without the written consent of Landlord first had and obtained, which consent may be withheld except as hereinafter expressly otherwise provided. Landlord agrees not to withhold consent to any proposed sublease of Tenant 's entire interest in this Lease for all of the then remaining Term of this Lease less one (1) day, provided Tenant requests the same in writing, and provided: (i) at time thereof, Tenant is not in default under this Lease; Landlord, in its sole discretion reasonably exercised, determines that the reputation, business, proposed use of the Premises, and financial responsibility of and by the proposed sublessee, are satisfactory to Landlord; (iii) any sublessee shall expressly assume all the obligations of this Lease on Tenant's part to be performed; (iv) such consent , if given, shall not release Tenant of any of its obligations (including, without limitations, its obligation to pay Rent) under this Lease; and (v) Tenant and/or Tenant's sublease specifically agree to pay over to Landlord, as Rent, all net profits provided to be paid under the terms and conditions of such sublease which would be in excess of the amounts otherwise required to be paid by Tenant pursuant to this Lease. Any assignment, subletting or occupancy without Landlord's prior written consent shall be void and shall , at the option of Landlord, constitute a default under this Lease. Neither this Lease nor any interest therein shall be assignable as to the interest of Tenant by operation of law without the written consent of Landlord, which consent may be arbitrarily withheld.

B. Acceptance of Performance; No Waiver. If this Lease be assigned, or if the Premises or any part thereof be sublet occupied by anybody other than Tenant, Landlord may, after any default, collect the Rent from any of Tenant, the assignee, subtenant, or occupant and apply the net amount collected to the Rent herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed an acceptance of the assigned, subtenant or occupant as the Tenant hereof or constitute release of Tenant from further performance by Tenant of covenants on the part of Tenant herein contained . A sale by Tenant of all or substantially all of its assets or all or substantially all its stock, if Tenant is a corporation, a merger of Tenant with another corporation, or the transfer fifty percent (50%) or more of the beneficial ownership interests in a partnership tenant, without the prior written consent of Landlord, shall constitute a prohibited assignment hereunder. Consent by Landlord to any one assignment or subletting shall not in any way be construed as relieving Tenant from obtaining the Landlord 's express written consent to another assignment or subletting. Notwithstanding the consent of Landlord to an assignment or subletting, Tenant shall not be relieved from its primary obligations hereunder to Landlord, including but not limited to Tenant 's obligation to pay its Proportionate Share of Taxes and Operating Expenses and other Additional Rent. Landlord's consent to a requested subletting or assignment shall not waive Landlord right to refuse to consent to any subsequent request.

C. Landlord to Approve Documents. All documents utilized by Tenant to evidence any subletting or assignment to which Landlord has consented shall be subject to prior approval by Landlord or its attorney, which consent shall not be unreason ably withheld. Tenant shall pay on demand all Landlord's costs and expenses, including reasonable attorneys' fees, incurred in

determining whetherornottoconsenttoanyrequestedsublettingorassignmentandm reviewing and approving such documentation.

D. Effect of Assignment or Sublease on Options to Renew. Notwithstanding any provision of this Lease to the contrary, any assignment or sublease by Tenant shall automatically be deemed to exclude the options to renew this Lease set forth in Section 2 above unless and except if Landlord specifically grants, in writing, a continuation of such options for the applicable assignee or sublessee (in which event the provisions of this Subsection D shall remain in effect with respect to any subsequent assignment or sublease.

15. SIGNS AND ADVERTISING AND PATIO

Tenant shall not install, paint, display, inscribe, place or affix any sign, picture, advertisement, notice, lettering, or direction in the interior of the Premises which is visible from the outside of the Building without the Landlord 's written approval. Landlord will describe a uniform pattern of identification signs for tenants, to be placed on the outside of the doors leading into the tenant premises, and other than such identification signs, Tenant shall not install, paint, display, inscribe, place, affix, or otherwise attach, any sign, picture, advertisement, notice, lettering, or direction on the outside of the Premises or Building for exterior view without the prior written consent of Landlord. Tenant shall have the right, subject to City and County of Denver signage and zoning regulations, to install at Tenant's sole cost and expense signage at the entrance, on the door and on the windows of the Premises, in a location as designated by the Landlord. All signage shall be subject to the prior written approval of the Landlord. Tenant shall have the right, subject to City and County of Denver table and chair permit regulations to have a patio along the primary glass line of the Premises extending from the main entrance to the alley.

16. DAMAGE TO PROPERTY. INJURY TO PERSONS

A. Tenant's Waiver of Claims. Tenant, as a material part of the consideration to be rendered to Landlord under this Lease, to the extent permitted by law, hereby waives all claims (except claims caused by or resulting from the gross negligence of Landlord, its agents, servants, or employees) which Tenant, Tenant's successor, or permitted assigns may have against Landlord, its agents, servants, or employees for loss, theft, or damage to property and for injuries to persons, including death, in, upon, or about the Premises, the Building, or the Building Complex, from any cause whatsoever. Tenant will protect, defend, indemnify, and hold Landlord, its agents, servants, and employees exempt and harn1less from and on account of any damage or injury to persons, including death, or to the goods, wares, and merchandise of any person, including the loss of the use thereof, occasioned by Tenant's use or occupancy of or otherwise arising in any manner from, on, or out of the Premises, other than that caused by or resulting from the gross negligence of Landlord. Landlord will protect, defend, indemnify, and hold Tenant, its agents, servants, and employees exempt and harmless from and on account of any damage or injury to persons, including death, or to the goods, wares, and merchandise of any person, including the loss of the use thereof, occasioned by Landlord 's use or occupancy of or otherwise arising in any manner from, on, or out of the Common Area, other than that caused by or resulting from the gross negligence of Tenant or Tenant' s agents, servants and employees.

B. Negligence of Third Parties. Neither Landlord nor its agents, servants, or employees shall be liable to Tenant for any damage by or from any act or negligence of any tenant or other occupant of the Building or by any owner or occupant of adjoining or contiguous property. Tenant agrees to pay for all damage to the Building or the Premises, as well as all damage to tenants or occupants thereof caused by Tenant's misuse or neglect of the Premises, its apparatus or appurtenances, or caused by any licensee, contractor, agent, or employee of Tenant. Notwithstanding the foregoing provisions, neither Landlord nor Tenant shall be liable to one another for any loss, damage, or injuries caused by its act or neglect to the extent that the other party has recovered the amount of such loss, damage, or injury from an insurer and the insurance company is bound by this waiver of liability. Notwithstanding the above, Landlord shall use its reasonable best efforts to equitably enforce the rules and regulations of the Building.

C. Tenant's Property. Particularly, but not in limitation of the foregoing paragraph, all property belonging to Tenant, or any occupant of the Premises, that is in the Building or the Premises shall be there at the risk of Tenant or such other occupant only, and Landlord or its agent s or employees (except in the case of gross negligence of Landlord or its agents or employees) shall not be liable for: (i) damage to or theft of or misappropriation of such property; (ii) any damage to property entrusted to Landlord, its agents, or employees, if any; (iii) loss of or damage to any property by theft or otherwise, by any means whatsoever; (iv) any injury or damage to persons or property resulting from fire, explosion, falling plaster, or ceiling tiles, steam, gas, electricity, snow, water, or rain which may leak from any part of the Building or from the pipes, appliances, or plumbing works therein or from the roof, street, subsurface, or from any other place, or from any other place, or resulting room dampness or any other cause whatsoever; (v) interference with the light, air, or other incorporeal hereditament; or (vi) any latent defect in the Premises or in the Building or the Building Complex . Tenant shall give prompt notice to Landlord in case of fire or accidents in the Premises or in the Building or of observed defects therein or in the fixtures or equipment.

D. Tenant to Perform. In the event that any action or proceeding shall be brought against Landlord by reason of any obligation on Tenant's part to be performed under the terms of this Lease, or arising from any act or negligence of Tenant, its agents, or employees, then Tenant, upon notice from Landlord, shall defend the same at Tenant's expense by counsel reasonable satisfactory to Landlord.

17. TENANT'S INSURANCE

Tenant shall, during the entire Term of this Lease, at its sole cost and expense, obtain, maintain, and keep in full force and effect the following types of insurance:

(a) Fire and extended coverage insurance, including endorsements for vandalism, malicious mischief, theft, sprinkler leakage, covering all of Tenant 's property, including, but not limited to, furniture, fittings, installations, alterations, additions, partitions, fixtures, and anything in the nature of an added leasehold improvement in an amount equal to the full replacement cost of such property without deduction for depreciation. In the event that there shall be a dispute as to the amount which comprises full replacement cost, the decision of Landlord shall be conclusive;

(b) Public liability insurance, including bodily injury and property damage, personal injury, contractual liability with respect to all claims, demands, or actions by any person, firm, corporation, in any way arising from, related to, or connected with the conduct and operation of Tenant's business in the Premises or tenant's use of the Premises. Such policies shall be written on a comprehensive basis, with limits not less than $2,000,000 and such higher limits as Landlord or the mortgagees of Landlord may require from time to time.

All policies shall be taken out with insurers acceptable to Landlord and in a form satisfactory from time to time to Land lord which consent shall not be unreasonably withheld. Tenant agrees that certificates of insurance or, if required by Landlord or the mortgagees of Landlord, certified copies of each such insurance policy will be delivered to Landlord as soon as practicable after the placing of the required insurance, but in no event later than ten ( I0) days after Tenant takes possession of all or any part of the Premises. All policies shall require that at least ten (I0) days' prior written notice be delivered to Landlord by the insurer prior to termination, cancellation, or material change in such insurance.

Tenant agrees that in the event of damage or destruction to the leasehold improvements in the Premises covered by insurance required to be taken out by Tenant pursuant to this Section, Tenant shall use the proceeds of such insurance for the purpose of repairing or restoring such leasehold improvements. In the event of dan1age or destruction of the Building entitling the Landlord to terminate this Lease pursuant to Section 18 hereof, then, if the Premises have also been damaged, Tenant will pay to Landlord all of its insurance proceeds relating to the leasehold improvements in the Leased Premises, and if the Premises have not been damaged, Tenant will

deliver to Landlord, in accordance with the provisions of this Lease, the leasehold improvements and the Premises.

18. DAMAGE OR DESTRUCTION

A. Right to Terminate. In the event the Premises or the Building are damaged by fire or other insured casualty, and the insurance proceeds have been made available therefore by the holder or holder or holders of mortgages or deeds of trust covering the Building, the damage shall be repaired by and at the expense of Landlord to the extent of such insurance proceeds available therefore provided such repairs therefore Landlord 's sole opinion be completed within one hundred and twenty (120) days after the occurrence of such damage, without the payment of overtime or other premiums. Until such repairs are completed, the Rent shall be abated in proportion to the part of the Premises which is unusable by Tenant in the conduct of its business provided, however, if the damage is due to the fault or neglect of Tenant or its employees, agent s, or invitees, there shall be no abatement of Rent. If repairs cannot, in Landlord's sole opinion, be made within said one hundred twenty (120) day period, Landlord shall notify Tenant within twenty-five (25) days of the date of occurrence of such damage as to whether or not Landlord shall have elected to make such repairs. If Landlord elects not to make such repairs which cannot be completed within one hundred twenty (120) days, then either party may, by written notice to the other, cancel this Lease as of the date of the occurrence of such damage. Except as provided in this Section 18, there shall be no abatement of Rent and no liability of Landlord by reason of temporary limitation or access or any injury, inconvenience, interference to or with Tenant's business or property arising from the making of any necessary repairs, or any alterations or improvements in or to any portion of the Building or the Premises, or in or to fixtures, appurtenances, and equipment therein necessitated by such damage. Tenant understands that Landlord will not carry insurance of any kind on Tenant's furniture and furnishings or on any fixtures or equipment removable by Tenant under the provisions of this Lease, and that Landlord shall not be required to repair any injury or damage caused by fire or other cause, or to make any repairs or replacements to or of improvements installed in the Premises by or for Tenant at Tenant's cost.

B. Landlord's Insurance. Landlord covenants and agrees that, throughout the Term hereof, it will insure the Building (excluding foundations, excavations and other non-insurable items) and the machinery, boilers, and equipment contained therein owned by Landlord (excluding any property with respect to which Tenant is obliged to insure pursuant to the provisions of Section 17 Thereof) against damage by fire and extended perils coverage with coverage written on a comprehensive basis with limits not less than $2,000,000 and such higher limits as Landlord may determine from time to time. Landlord will also, through the Term, carry public liability and property damage insurance with respect to the operation of the Building with coverage written on a comprehensive basis with limits not less than $2,000,000 and such higher limits as Landlord may determine from time to time. Landlord may, but shall not be obligated to, take out and carry any other form or forms of insurance as it or the mortgagees of Landlord may reasonably determine to be advisable. Notwithstanding any contribution by Tenant to the cost of insurance premiums, as provided herein, Tenant acknowledges that it has no right to receive any proceeds from any such insurance policies carried by Landlord, and that such insurance will be for the sole benefit of Landlord, with no coverage for Tenant for any risk insured against.

19. ENTRY BY LANDLORD

Landlord and its agents shall have the right to enter the Premises at all reasonable times for the purpose of examining or inspecting the same, to supply any services to be provided by Landlord to Tenant hereunder, to show same to prospective purchasers or tenants of the Building, and to make such alterations, repairs, improvements, or additions, whether structural or otherwise, to the Premises or the Building as Landlord may deem necessary or desirable. Landlord may enter by means of a master key , without liability to Tenant except for any failure to exercise due care for Tenant' s property and without affecting this Lease. Landlord shall use reasonable efforts on any such entry not to unreasonably interrupt or interfere with Tenant's use and occupancy of the Premises.

20. DEFAULT BY TENANT

A. Events of Default. Each one of the following events is herein referred to as an "event of default:"

(1) Tenant shall fail to make due and punctual payment of Rent or any other amounts payable hereunder, and such failure shall continue for five (5) days after receipt of written notice from Landlord; provided, however, Tenant shall not be entitled to more than two (2) notices of a delinquency in payment during any calendar year and if thereafter during such calendar year any Rent or other amounts owing hereunder are not paid when due, a default shall be considered to have occurred even though no notice thereof is given;

(2) Abandonment of the Premises or the closing of the business operations thereon by the Tenant or any legal authority;

(3) This Lease or the estate of Tenant hereunder shall be transferred to or shall pass to or dissolve upon any other person or party except in the manner set forth in Section 14.

(4) This Lease or the Premises or any part thereof shall be taken upon execution or by other process of law directed against Tenant, or shall be taken upon or subject to any attachment at the instance of any creditor of or claimant against Tenant, and said attachment shall not be discharged or disposed of within fifteen (15) days after the levy thereof;

(5) The filing of any petition or the commencement of any case or proceeding by the Tenant under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code or any other federal or state law relating to insolvency, bankruptcy or reorganization; or the adjudication that the Tenant is insolvent or bankrupt, or the entry of an order for relief under the Federal Bankruptcy Code with respect to Tenant;

(6) The filing of any petition or the commencement of any case or proceeding described in Subsection 5 above against the Tenant, unless such petition and all proceedings initiated thereby are dismissed within sixty (60) days from the date of such filing; the filing of an answer by Tenant admitting the allegations of any such petition; or the appointment of or taking possession by a custodian, trustee or receiver for all or any assets of the Tenant, unless such appointment is vacated or dismissed within sixty (60) days from the date of such appointment or taking of such possession;

(7) The insolvency of the Tenant or the execution by the Tenant of an assignment for the benefit of creditors; or the convening by Tenant of a meeting of its creditors, or any class thereof, for the purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of the Tenant to generally pay its debts as they mature;

(8) The admission in writing by the Tenant or any partner of Tenant if Tenant is a partnership of the inability to pay debts as they mature;

(9) Tenant shall fail to timely apply for a construction permit for Tenant's initial build-out of the Premises, or shall thereafter fail to obtain a construction permit on or before November 1, 2008;

(10) Tenant shall fail to take possession of the Premises within thirty (30) days of the Commencement Date; or

(11) Tenant shall fail to perform any of the other agreements, terms, covenants or conditions hereof on Tenant's part to be performed, and such non-performance shall continue for a period of fifteen (15) days after written notice thereof by Landlord to Tenant, or if such performance cannot be reasonably had within such fifteen (15) days period, Tenant shall not in good faith have commenced such performance within such fifteen (15) day period and shall not thereafter diligently proceed to completion.

B. Remedies of Landlord. If any one or more events of default shall happen, the Landlord shall have the right at Landlord's election, in accordance with Colorado law, then or at any time thereafter either:

(1)(a) Without demand or notice, to reenter and take possession of the Premises or any part thereof and repossess the same as Landlord's former estate and expel Tenant and those claiming through or under Tenant, and remove the effects of both or either, without being deemed guilty of any manner of trespass, and without prejudice to any remedies for arrears of rent or breach of covenants or prior conditions. Should Landlord elect to reenter as provided in this Subsection (1), or should Landlord take possession pursuant to legal proceedings or pursuant to any notice provided for by law, Landlord may, from time to time, without terminating this Lease, relet the Premises or any part thereof, either alone or in conjunction with other portions of the Building of which the Premises are a part, in Landlord 's or Tenant' s name, but for the account of Tenant, for such term or terms (which may be greater or less than the period which would otherwise have constituted the balance of the term of this Lease) and on such conditions and upon such other terms (which m ay include concessions of free rent ai1d alteration and repair of the Premises) as Landlord, in its sole discretion, may determine, and Landlord may collect and receive the rent therefore. Landlord shall use it' s best efforts to relet the Premises after all other space available for leasing in the Building has been let, but, Lai1dlord shall not have any duty to lease the Premises below the then current market rental rates being obtained for competing office buildings in the lower downtown neighborhood of Denver, Colorado ai1d shall in no way be responsible or liable for any failure to relet the Premises, or ai1y part thereof, or for any failure to collect any rent due upon such reletting. No such reentry or taking possession of the Premises by Landlord shall be construed as an election on Landlord's part to terminate this Lease un less a written notice of such intention been given to Tenant. No notice from Landlord hereunder or under a forcible entry and unlawful detainer statute or similar law shall constitute an election by Landlord to terminate this Lease unless such notice specifically so states. Landlord reserves the right following any such reentry and/or reletting to exercise its right to terminate this Lease by giving Tenant such written notice, in which event the Lease will terminate as specified in said notice.

(b) If Landlord elects to take possession of the Premises as provided in this Subsection (1) without terminating the Lease, Tenant shall pay to Landlord (i) the Rent and other sums as herein provided, which would be payable thereunder if such repossession had not occurred, less (ii) the net proceeds, if any, of any reletting of the Premises after deducting all Landlord's expenses in connection with such reletting, including, but without limitation, all repossession costs, brokerage commissions, legal expenses, attorneys' fees, expenses of employees, alteration, remodeling and repair costs and expenses of preparation for such reletting. If, in connection with any reletting, the new lease term extends beyond the existing Term, or the premises covered thereby include other premises not part of the Premises, a fair apportionment of the rent received from such reletting and the expenses incurred in connection therewith as provided aforesaid will be made in determining the net proceeds received from such reletting. In addition, in determining the net proceeds from such reletting, any rent concessions will be appointed over the term of the new lease. Tenant shall pay such amounts to Landlord monthly on the days on which the Rent and all other amounts owing hereunder would have been payable if possession had not been retaken and Landlord shall be entitled to receive the same from Tenai1t on each such day; or

(2) To give Tenant written notice of intention to terminate this Lease on the date of such given notice, or on any later date specified therein, and on the date specified in such notice, Tenai1t's right to possession of the Premises shall cease and the Lease shall hereupon be terminated, except as to Tenant s' liability hereunder as herein after provided, as if the expiration of the term fixed in such notice were the end of the term herein originally demised. In the event this Lease is terminated pursuant to the provisions of this Subsection (2), Tenai1t shall remain liable to Landlord for damages in an amount equal to the Rent and other sums which would have been owing by Tenant hereunder for the balance of the Term had this Lease not been terminated, less the net proceeds, if any, of any reletting of the Premises by Landlord subsequent to such termination, after deducting all Landlord's expense in connection with such reletting, including, but without limitation, the expenses enumerated in Subsection (l)(b) above. Landlord shall be entitled to collect such damages from Tenant monthly on the days on which the Rent and other

amounts would have been payable hereunder if this Lease had not been terminated, and Landlord shall be entitled to receive the same from Tenant on each such day. Alternatively, at the option of Landlord, in the event this Lease is terminated, Landlord shall be entitled to recover forthwith against Tenant as damages for loss of the bargain and not as a penalty, an amount equal to the worth at the time of termination of the excess, if any, of the amount of Rent reserved in this Lease for the balance of the Term hereof over the then reasonable rental value of the Premises for the same period plus all amounts incurred by Landlord in order to obtain possession of the Premises and relet the same, including attorneys' fees, reletting expenses, alterations and repair costs, brokerage commissions and all other like amounts. It is agreed that the "reasonable rental value" shall be the amount of rental which Landlord is able to obtain as rent for the remaining balance of the term.

(3) In addition to Landlord's rights set forth in Subsections (1) and (2) above, if Tenant fails to pay its Rent and all other amounts owing hereunder within the time period set forth in Section 20 A( l ) above more than two (2) times during any calendar year during the Term, then upon the occurrence of the third or any subsequent default in the payment of monies during said calendar year, Landlord at its sole option, shall have the right to require that Tenant, as a condition precedent to curing such default, pay to Landlord, in cash or its equivalent, in advance, the Base Rent and Landlord 's estimate of all other amounts which will become due and owing hereunder by Tenant for a period of six (6) months. All such amounts shall be paid by Tenant within thirty (30) days after notice from Landlord demanding the same. All monies so paid shall be retained by Landlord, without interest, for the balance of the Primary Lease Term and any extension thereof, and shall be applied by Landlord to the last due amounts owing hereunder by Tenant. If, however, Landlord's estimate of the Rent and other amounts for which Tenant is responsible hereunder are inaccurate, when such error is discovered Landlord shall pay to Tenant, or Tenant shall pay to Landlord, within thirty (30) days after written notice thereof the excess or deficiency, as the case may be, which is required to reconcile the amount on deposit with Landlord with the actual amounts for which tenant is responsible.

C. Cumulative Remedies. Suit or suits for the recovery of the Rent and other amounts and damages set forth hereinabove may be brought by Landlord, from time to time, at Landlord's election, and nothing herein shall be deemed to require Landlord to await the date whereon this Lease or the Term hereof would have expired by limitation had there been no such default by Tenant, or no such termination, as the case may be. Each right and remedy provided for in this Lease shall be cumulative and shall be in addition to every other right or remedy provided for in this Lease or now or hereafter existing at law or in equity or by statute or otherwise including but not limited to suits for injunctive relief and specific performance. The exercise or beginning of the exercise by Landlord of any one or more of the rights or remedies provided for in this Lease or now or hereafter existing at law or in equity or by statute or otherwise shall not preclude the simultaneous or later exercise by Landlord of any one or more of the rights or remedies provided for in this Lease or now or hereafter existing at law or in equity or by statute or otherwise. All such rights and remedies shall be considered cumulative and nonexclusive. All costs incurred by Landlord in connection with collecting any Rent or other amounts and damages owing by Tenant pursuant to the provisions of this Lease, or to enforce any provision of this Lease, including reasonable attorneys' fees from the date such matter is turned over to an attorney, whether or not one or more actions are commenced by Landlord, shall also be recoverable by Landlord from Tenant.

D. No Waiver. No failure by Landlord to insist upon the strict performance of any agreement, term, covenant or condition hereof or to exercise any right or remedy consequent upon a breach thereof, and no acceptance of full or partial payment of Rent during the continuance of any such breach, shall constitute a waiver of any such breach or of such agreement, term, covenant or condition. No agreement, term, covenant or condition hereof to be performed or complied with by Tenant, and no breach thereof, shall be waived, altered or modified except by written instrument executed by Landlord . No waiver of any breach shall affect or alter this Lease, but each and every agreement, term, covenant and condition hereof shall continue in full force and effect with respect to any other then existing or subsequent breach thereof. Notwithstanding any termination of this Lease, the same shall continue in force and

effect as to any provisions which require observance or performanceby Landlordor Tenant subsequent to such termination.

E. Bankruptcy. Nothing contained in this Section 20 shall limit or prejudice the right of Landlord to prove and obtain as liquidated damages in any bankruptcy, insolvency, receivership, reorganization or dissolution proceeding, an amount equal to the maximum allowed by any statute or rule of law governing such a proceeding and in effect at the time when such damages are to be proved, whether or not such amount be greater, equal to or less than the amounts recoverable, either as damages Rent, referred to in any of the preceding provisions of this Section. Notwithstanding anything contained in this Section to the contrary, any such proceeding or action involving bankruptcy, insolvency, reorganization, arrangement assignment for the benefit of creditors, or appointment of a receiver or trustee, as set forth above, shall be considered to be an event of default only when such proceeding, action or remedy shall be taken or brought by or against the then holder of the leasehold estate under this Lease.

F. Interest on Landlord's Advances. Any amounts paid by Landlord to cure any defaults of Tenant hereunder, which Landlord shall have the right, but not the obligation, to do, shall, if not repaid by Tenant within five (5) days of demand by Landlord, thereafter bear interest at the greater of the rate that is five (5%) percent over the Prime Rate in effect as of the date of such payment by Landlord, or twenty-four percent (24.0%) until paid.

22. INTENTIONALLY OMITTED.

23. EMINENT DOMAIN. If the Building, or a substantial part thereof, or a substantial part of the Premises, shall be lawfully taken or condemned (or conveyed under threat of such taking or condemnation) for any public or quasi-public use or purpose, the Term of this Lease shall end upon, and not before, the date of the taking of possession by the condemning authority, and without apportionment of the award. Tenant hereby assigns to Landlord Tenant's interest, if any, in such award. Current Rent shall be apportioned as of the date of such termination. If any part of the Building, other than the Premises or not constituting a part of the Premises, shall be so taken or condemned (or conveyed under threat of such taking or condemnation), or if the grade of any street adjacent to the Building is changed by any competent authority and such taking or change of grade makes it necessary or desirable to substantially remodel or restore the Building, Landlord shall have the right to cancel this Lease upon not less than ninety (90) days' notice prior to the date of cancellation designated in the notice. No money or other consideration shall be payable by Landlord to Tenant for the right of cancellation, and Tenant shall have no right to share in any condemnation award, or in any judgment for damages, or in any proceeds of any sale made under any threat of condemnation or taking. In the event this Lease is not canceled, the Lease shall continue in full force and effect, without abatement or reduction of rental due hereunder. Notwithstanding the above, Tenant shall have the right to make a separate claim for any moving or relocation expenses associated with any eminent domain proceedings relating to the Premises.

24. SUBORDINATION TO MORTGAGES and DEEDS OF TRUST

A. Lease Subordinate to Mortgages. This Lease and the rights of Tenant hereunder shall be and are hereby made subject and subordinate to the lien of any mortgages or deeds of trust now or hereafter existing against the Building, the Property or both, and to all renewals, modifications, consolidations, replacements and extensions thereof and to all advances made, or hereafter to be made, upon the security thereof. Although such subordination shall be self operating, Tenant, or its successors in interest shall, upon Landlord 's request, execute and deliver upon the demand of Landlord any and all instruments desired by Landlord, subordinating, in the manner reasonably requested by Landlord, this Lease to any such mortgage or deed of trust. Landlord is hereby irrevocably appointed and authorized as agent and attorney-in-fact of Tenant to execute all such subordination instruments in the event Tenant fails to execute said instruments within five (5) days after notice from Landlord demanding the execution thereof. Said notice may be given in the manner herenafter provided for giving notice.

Should any mortgage or deed of trust affecting the Building, the Property or both be foreclosed, then: (i) the liability of the mortgagee, beneficiary or purchaser at such foreclosure sale shall exist only so long as such mortgagee beneficiary, or purchaser i s the owner of the Building and/or Property and such liability shall not continue or survive after further transfer of ownership; and (ii) Tenant shall be deemed to have attorned, as Tenant under this Lease, to the purchaser at any foreclosure sale thereunder, and this Lease shall continue in force and effect as a direct lease between and binding upon Tenant and such purchaser at any foreclosure sale. As used in this Section 24, "mortgagee" and "beneficiary" shall include successors and assigns of any such party, whether immediate or remote, the purchaser of any mortgage or deed of trust, whether at foreclosure or otherwise, and the successors, assigns and mortgagees and beneficiaries of such purchaser, whether immediate or remote. Notwithstanding the above, if Tenant is not in default under the terms and conditions of this Lease, the mortgagee or any person taking the Building hereunder shall not disturb the tenancy of Tenant.

B. Tenant 's Notice. In the event of any act or omission by Landlord under this Lease which would give Tenant the right to terminate this Lease or to claim a partial or total eviction, Tenant will not exercise any such right until: (a) it has given written notice (by United States certified or registered mail, postage prepaid) of such act or omission to the holder of any mortgage or deed of trust on the Property; and (b) any such holder of any mortgage or deed of trust on the Property, shall, following the giving of such notice, have failed with reasonable diligence to commence and to pursue reasonable action to remedy such act or omission.

25. WAIVER. The waiver by Landlord of any breach of any term, covenant, or condition herein contained shall not be deemed to be a waiver of such term, covenants or condition, or any subsequent breach of the same or any other term, covenant, or condition herein contained. The acceptance of Rent hereunder shall not be construed to be a waiver of any breach by Tenant of any term, covenant, or condition of this Lease, it being understood and agreed that the remedies herein given to Landlord shall be cumulative, and the exercise of any one remedy by Landlord shall not be to the exclusion of any other remedy.

26. INABILITY TO PERFORM. This Lease and the obligation of Tenant to pay Rent hereunder and to perform all of the other covenants and agreements hereunder on the part of Tenant to be performed shall not be affected, impaired, or excused, nor shall Landlord at any time be deemed to be in default hereunder because Landlord: (i) is unable to fulfill any of its obligations under this Lease; or (ii) is unable to supply or is delayed in supplying any service expressly or by implication to be supplied; or (iii) is unable to make or is delayed in supplying any equipment or fixtures, if Landlord is prevented or delayed from so doing any of the foregoing by reason of accident, breakage, repairs, strike or labor troubles, or any outside cause whatsoever beyond the control of Landlord, including, but not limited to, riots and civil disturbances, energy shortages, or governmental preemption in connection with a national emergency, or by reason of any rule, order, or regulation of any department or subdivision thereof of any government agency, or by reason of the conditions of supply and demand which have been or are affected by war or other emergency, or by reason of any other cause, similar or dissimilar, beyond the reasonable control of Landlord.

27. SUBROGATION. The parties hereto agree that any and all fire, extended coverage, and/or property damage insurance which is required to be carried by either shall be endorsed with a subrogation clause, substantially as follows: "This insurance shall not be invalidated should the insured waive, in writing, prior to a loss, any and all right of recovery against any party for loss occurring to the property described herein;" and each party hereto waives all claims for recovery from the other party, its' officers, agents or employees for any loss or damage (whether or not such loss or damage is caused by negligence of the other party, and not withstanding any provisions contained in this Lease to the contrary) to any of its real or personal property insured under valid and collectible insurance policies to the extent of the collectible recovery under such insurance.

28. INCORPORATION BY REFERENCE. Appendices, clauses, plats, and riders, if any, referred to herein and affixed to this Lease are hereby incorporated herein and made a part hereof.

29. SALE BY LANDLORD. In the event of a sale or conveyance or transfer by Landlord or its interest in the Property and/or in the Building containing the Premises, and/or in this Lease the same shall operate to release Landlord (subject to the second paragraph of Section

34 hereof) from any future liability upon any of the covenant s or conditions, expressed or implied, herein contained in favor of Tenant, and in such event, Tenant agrees to look solely to the responsibility of the successor in interest of Landlord in and to this Lease for matters which occur after the date of the sale. This Lease shall not be affected by any such sale, conveyance, or transfer, and Tenant agrees to attorn to such purchaser or transferee.

30. RIGHT OF LANDLORD TO PERFORM. All covenants and agreements to be performed by Tenant under any of the terms of this Lease shall be performed by Tenant at Tenant's sole cost and expense, and without any abatement of Rent. If Tenant shall fail to pay any sum of money, other than Rent, required to be paid by it hereunder, or shall fail to perform any other act on its part to be performed hereunder, and such failure shall continue for fifteen

(15) days after written notice thereof by Landlord , Land lord may, but shall not be obligated to do so, and without waiving or releasing Tenant from any obligations of Tenant, make any such payment or perform any such other act on Tenant 's part to be made or performed as in this Lease provided. All sums so paid by Landlord and all necessary incidental costs, together with interest thereon at the greater of the rate that is five (5%) percent over the Prime Rate in effect as of the date of such payment by Landlord, or twenty-four percent (24 .0%) shall be payable by Tenant to Landlord on demand, and Tenant covenants to pay any such sums, and Landlord shall have (in addition to any other right or remedy of Landlord) the same rights and remedies in the event of the non-payment thereof by Tenant, as in the case of default by Tenant in the payment of Rent.

31. ATTORNEY'S FEES. In the event of any litigation or arbitration between Tenant and Landlord to enforce any provision of this Lease or any right of either party hereto, the unsuccessful party to such litigation or arbitration shall pay to the successful party all costs and expenses, including reasonable attorneys' fees, incurred therein. Moreover, if Landlord, without fault, is made a party to any litigation instituted by or against Tenant, Tenant shall indemnify Landlord against, and protect, defend, and save it harmless from, all costs and expenses, including attorneys' fees, incurred by Landlord in connection therewith and if Tenant, without fault, is made a party to any litigation instituted by or against Landlord, Landlord shall indemnify Landlord against, and protect, defend, and save it harmless from, all costs and expenses, including attorneys' fees, incurred by Tenant in com1ection therewith.

32. ESTOPPEL CERTIFICATE. Tenant shall, at any time and from time to time, upon not less than ten (10) days' prior written notice from Landlord, execute, acknowledge, and deliver to Landlord a statement in writing certifying that this Lease is unmodified and in full force and effect (or if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect) and the dates to which the Rent and other charges are paid, and acknowledging that Tenant is paying Rent on a current basis with no offsets or claims, and there are not, to Tenant 's knowledge, any uncured defaults on the part of Landlord hereunder (or specifying such offsets, claim, or defaults, if any are claimed). It is expressly understood and agreed that any such statement may be relied upon by any prospective

purchaser or encumbrancer of all or any portion of the Building Complex or by any other person to whom it is delivered. Tenant's failure to deliver such statement within such time shall be conclusive upon Tenant that this Lease is in full force and effect, without modification except as may be represented by Landlord, that there are no uncured defaults in Landlord 's performance, and that not more than one ( 1) months' rental has been paid in advance.

33. NOTICE. Any notice from Landlord to Tenant or from Tenant to Landlord shall be in writing and may be served personally, by mail, or by reputable overnight courier addressed to Tenant at the Premises or to Landlord at the place from time to time established for the payment of Rent. If served by mail, it shall be mailed by registered or certified mail, return receipt requested . Notices served in person shall be served in the same manner as required for personal service under the Colorado Rules of Civil Procedure.

34. SECURITY DEPOSIT. For the purposes of establishing good faith with the Landlord that the Tenant shall commence and complete the Tenant improvements contemplated by the Tenant Work Agreement, and open the restaurant in a timely manner, the Tenant will deposit with Landlord the sum of Eighteen Thousand Thirty Three and 83/ l 00 dollars ($18,033.83) as security for the full and faithful performance of every provision of this Lease to be performed by Tenant. The damage to the Landlord will be impossible to determine if the Tenant shall fail to diligently pursue the construction of the Tenant's improvements. Therefore, if the Tenant improvements are not timely completed said deposit shall be retained by the Landlord and the Tenant shall be in default as further described in Paragraph 20 of the Lease. Moreover, if Tenant defaults with respect to any provision of this Lease, including, but not limited to, the provisions relating to the payment of Rent, Landlord may use, apply, or retain all or any part of this security deposit for the payment of any Rent and any other sum in default, for the payment of any other amount which Land lord may spend or become obligated to spend by reason of Tenant' s default, or to compensate Landlord for any other loss or damage which Landlord may suffer by reason of Tenant' s default. If any portion of such deposit is to be used or applied, Tenant shall within five (5) days after written demand therefore, deposit cash with Landlord an amount sufficient to restore the security deposit to its original amount, and Tenant's failure to do so shall be a material breach of this Lease. Landlord shall not be required to keep this security deposit separate from its general funds, and Tenant shall not be entitled to interest on such deposit. If Tenant shall fully and faithfully perform every provision of this Lease to be performed by it within the first thirty (30) months of the lease, the security deposit shall be reduced to one month of current rent, additional rent and operating cost s and at the end of the term of the lease or the end of any extension thereto, the security deposit or any balance thereof shall be returned to Tenant (or, at Landlord 's option, to the last assigned of Tenant's interest hereunder) within forty-five (45) days after the later of expiration of this Lease and Tenant 's vacation of the Premises.

Tenant acknowledges that Landlord has the right to transfer its interest in the Building Complex, the Property, the Building and this Lease, and Tenant agrees that in the event of any such transfer, Landlord shall have the right to transfer such security deposit to the transferee. Upon Landlord's delivery to Tenant of such transferee's written acknowledgment of its receipt of such security deposit Landlord shall thereby be released by Tenant from all liability or obligation for the return of such deposit, and Tenant agrees to look solely to such transferee for the return of the security deposit.

35. RIGHTS RESERVED. Landlord reserves the following rights, exercisable without notice and without liability to Tenant for damage or injury to property, person, or business, and without effecting an eviction, constructive or actual, or disturbance of Tenant's use or possession, or giving rise to any claim for set off or abatement of rent:

(a) To change the Building's name or street address; however, Landlord shall pay any actual and reasonable costs incurred by Tenant in so doing;

(b) To install, affix, and maintain any and all signs on the exterior and interior of the Building;

(b) To designate and approve, prior to installation, all types of window shades, blinds, drapes, awnings, window ventilators, and other similar equipment, and to control all internal lighting that may be visible from the exterior of the Building;

(c) To retain at all times, and to use in appropriate instances, keys to all doors within and into the Premises. No locks or bolts shall be altered, changed, or added without the prior written consent of Landlord;

(e) To decorate or to make repairs, alterations, additions, or improvements, whether structural or otherwise, in and about the Building, or any part thereof, and for such purposes to enter upon the Premises, and during the continuance of said work to temporarily close doors, entryways, public spaces, and corridors in the Building, and to inte1TUpt or temporarily suspend Building services and facilities, Landlord to use reasonable efforts to minimize any interruption or interference with Tenant's use or occupancy of the Premises when performing such work;

(f) To have and retain a paramount title to the Premises, free and clear of any act of Tenant;

(g) To grant to anyone the exclusive right to conduct any business or to render any services in the Building; and

(h) To approve the weight, size, and location of safes and other heavy equipment and articles in and about the Premises and the Building, and to require all such items and furniture to be moved into and out of the Building and the Premises only at such times and in such manner as Landlord shall direct in writing. Movement of Tenant's property into or out of the building, and within the Building, is entirely at the risk and responsibility of Ten ant, and Landlord reserves the right to require permits before allowing any such property to be moved into or out of the Building.

37. REAL ESTATE BROKER. Tenant represents that, except for Michael, D. Plante, Broker, Plante Properties, Inc. as the Landlord's broker and Richard Rowland Tenant Representative, Tenant has not dealt directly with any broker in connection with this Lease, and that insofar as Tenant knows; no broker negotiated or participated in the negotiations of this Lease, or submitted or showed the Premises, or is entitled to any commission in connection therewith. All commissions due to the aforementioned brokers shall be paid directly to said brokers by the Landlord. Tenant agrees to indemnify Landlord for any costs or expenses, including reasonable attorneys' fees, incurred by Landlord for any claims by Tenant's broker or any other broker or agent for commissions or fees relating to this Lease other than those fees agreed to between the Landlord and the Tenant 's broker. Michael D. Plante is the Managing Member of Elmo, LLC and is a licensed Colorado Real Estate Broker.

38. MISCELLANEOUS PROVISIONS.

(a) The words "re-enter" or "reentry," as used in this Lease, are not restricted to their technical legal meaning. The term "Landlord," as used in this Lease, means only the landlord from time to time, and upon conveying or transferring its interest, Landlord shall be relieved from any further obligation or liability pursuant to Section 29.

(b) Time is of the essence of this Lease and of each and all of its provisions.

(c) Submission of this instrument for examination or signature by Tenant does not constitute a reservation of or an option for lease and it is not effected as a lease or otherwise until execution by both Landlord and Tenant.

(d) The validity or unenforceability of any provision hereof shall not affect or impair any other provisions.

(e) This Lease shall be governed by and construed pursuant to the laws of the State of Colorado.

(f) should any mortgagee or beneficiary under a deed of trust require a modification ofthis Lease, which modification will not bring about any increased cost or expense to Tenant or will in any other way substantially change the rights and obligations of Tenant in Tenant' s opinion hereunder, then and in such event, Tenant agrees that this Lease may be so modified.

(g) All rights and remedies of Landlord under this Lease, or those which may be provided by law, may be exercised by Landlord in its own name individually, or in its name by its agent, and all legal proceedings for the enforcement of any such rights or remedies, including distress for rent, unlawful detainer, and any other legal or equitable proceedings, may be commenced and prosecuted to final judgment and be executed by Landlord in its own name individually or in its name by its agent. Landlord and Tenant each represent to the other that each has full power and authority to execute this Lease and to make and perform the agreements herein contained, and Tenant expressly stipulates that any rights or remedies available to Landlord, either by the provisions of this Lease or otherwise, may be enforced by Landlord in its own name individually or in its name by its agent or principal.

(h) The marginal headings and titles to the paragraphs of this Lease are not a part of this Lease and shall have no effect upon the construction or interpretation of any part hereof.

(i) Tenant acknowledges that there are no covenants, representations, warranties, agreement, or conditions, expressed or implied, collateral or otherwise, fanning part of or in any way affecting or relating to this Lease except as expressly set out in this Lease and the attachments hereto, and that the terms and provisions of this Lease may not be modified or amended except by written instrument signed by both Landlord and Tenant.

j) Tenant agrees that Tenant, Tenant's employees and agents or any others permitted by Tenant to occupy or enter the Premises shall abide by the rules and regulations contained in Appendix E. Landlord shall have the right to amend, modify or change the rules and regulations provided that said amendments are applicable to and uniformly bind each tenant of the Building Complex. Tenant agrees to comply with all such rules and regulations upon notice from Landlord thereof. Landlord shall use its reasonable best efforts to uniform y enforce the rules and regulations of the Building. A breach of any of such rules or regulations shall be deemed a default under the Lease and Landlord shall have all remedies as set fo1ih in Section 20.

39. SUCCESSORS AND ASSIGNS. Subject to the restrictions on Tenant assignment set forth in Section 14, and further subject to the tem1s and provisions of Section 29, the covenants and conditions herein contained shall apply to and bind the respective heirs, successors, executors, administrators, and assigns of the parties hereto, and the terms "Landlord" and "Tenant" shall include the successors and assigns of either such part y, whether immediate or remote.

40. QUIET ENJOYMENT. Subject to the terms and prov1s1ons of Section 24, Landlord covenants and agrees that Tenant, upon complying with all of the obligations of Tenant hereunder, and subject to the terms and provisions hereof, shall peaceably and quietly enjoy the Premises and Tenant's rights hereunder during the term hereof.

IN WITNESS WHEREOF, the Landlord and Tenant have executed this Lease the day and year first above written.

TENANT: Southern Hospitality Franchisee Holding Corporation

By: /s/ Gary Tedder

Gary Tedder

Its: President

LANDLORD

Elmo, Limited Liability Company

By: /s/ Michael D. Plante

Michael D. Plante / Managing Member

APPENDIX B

LEGAL DESCRIPTION

Lots 15-16, Block 40, East Denver

commonly known as 1433 17th Street, Denver, CO 80202 City and County of Denver,

State of Colorado

APPENDIX C

TENANT WORK AGREEMENT

Landlord and Tenant acknowledge that Tenant is accepting Premises "AS IS".

Tenant shall invest no less than $550,000 in Tenant improvements in the Premises.

Landlord shall provide a Restaurant Vanilla Shell Improvement Allowance (Allowance) of $150,000 which shall be used by the Tenant for the construction of its improvements. The Landlord shall pay the Allowance after the Tenant has completed and paid for the first $550,000 of the Tenant Improvements.

Tenant will deposit upon mutual execution of the Lease, in a construction escrow account "Construction Escrow Account" established with the Landlord, a Five Hundred and Fifty Thousand No/! 00 Dollars ($550,000) construction fund which shall be used by the Landlord for the construction of the Tenant's Work listed below. The Tenant shall commence construction of the Tenant's Work within a reasonable amount of time after the issuance of a building permit by the City and County of Denver. The Landlord shall retain the $550,000 Construction Escrow Account and the Tenant's Security Deposit listed in Paragraph 34 of the Lease as liquidated damages in the event that the Tenant fails to proceed with the construction and the full completion of its improvements. Tenant shall however, be allowed to draw down on the construction fund after Landlord 's reasonable approval, in order to pay the contractor payments as the Tenant's Work is completed and invoices are presented for payment.

Condition of Premises:

Fire Sprinklers:	• Existing distribution
Plumbing:	• 4" sanitary waste line • 314" cold water line stubbed into the space • l -1 /2" gas line stub out from meter • Grease Trap to be installed by the Tenant usi ng the Restaurant Vanilla Shell Allowance.
HVAC:	• To be installed u sing the Restaurant Vanilla Shell Allowance.
Electrical:	• 102/208 3-ph ase 400 am p service. New sub-panels installed by the Tenant using the Restaurant Vanilla Shell Allowance.
Fire Alarm:	• Available zones on house panel if there is room. Sprinkler system alarm wired using the Restaurant Vanilla Shell Allowance.

Tenant 's Work

• The design and construction of a restaurant in the demised premises in accordance with the construction drawings approved by the Landlord and the Tenant.

• Purchase/construction and installation of any Landlord approved signage, awnings and railings.

• Design and installation of related POS and security system, sound system, restaurant

equipment and fixtures.

All other finishes which the Tenant may find necessary for Tenant 's operation.

1. Certain Definitions. For purposes of this Tenant Work Agreement, the following defined terms are used. They are:

Tenant 's Representative: Richard Rowland

Landlord 's Representative: Michael D. Plante

Any capitalized term which is used in theTenantWorkAgreementbutnot defined in this Tenant Work Agreement has the meaning set forth for such tenn in the Lease.

2. Representatives. Landlord appoints Landlord's Representative to act for Landlord in all matters covered by this Tenant Work Agreement. Tenant appoints Tenant's Representative to act for Tenant in all matters covered by this Tenant Work Agreement. All inquiries, requests, instructions, authorizations and other communications with respect to the matters covered by this Tenant Work Agreement will be made to Landlord's R epresentative or Tenant's Representative, as the case may be. Tenant will not make any inquires of or request to, and will not give any instructions or authorizations to, any other employee or agent of Landlord, including Landlord's architect, engineers and contractors or any of their agent or employees, with regard to Landlord's work covered by this Tenant Work Agreement. Either party may change its representative under this Tenant Work Agreement at any time by three (3) days' prior written notice to the other party.

3. Building Standard. Except as shown or set forth in the Tenant's Plans and Specifications, Tenant must use items prescribed by Landlord for the Building (the "Building Standard") in order to assure the consistent quality and appearance of the Building.

4. Tenant Work

(a)

Tenant will pay for the design and construction of the Tenant Work. Tenant's improvements in the Premises shall be in accordance with Landlord approved plans and specifications (including, without limitation, all permits, taxes, architectural , engineering and construction contractors fees associated with the construction).

Tenant will not be entitled to a credit against Rent for any Tenant finish.

(b)	All items that become permanently affixed to the Building shall, at the sole discretion, of the Landlord remain with the Building upon the Tenant's move out. Landlord may direct the Tenant to remove Tenant improvements so as to restore the Premises to a vanilla shell condition.

5. Landlord's Approval. Landlord, in its reasonable discretion, may withhold its approval of any Tenant space plan or Tenant work drawings that require work which:

(a)

exceeds or affects the structural integrity of the Building, or any part of the heating, ventilating, air conditioning, plumbing, electrical, communication or other systems of the Building (other than as shown on previously approved Tenant's plans and specifications or Tenant work drawings as proposed to Landlord as of the date hereof for part of the Tenant work);

(b)	is not approved by the holder of any mortgage or deed of trust encumbering the building at the time the work is proposed.

(c)	would not be approved by a prudent owner of property similar to the Building;

(d)	violates any agreement which affects the Building or binds Landlord;

(e)	Landlord reasonably believes will reduce the market value of the Premises or the Building at the end of the Term:

(f)	Does not conform to applicable building code or is not approved by any governmental authority with jurisdiction over the Premises.

6. Compliance with Code. All work performed in the Building Complex shall be in conformance of all local codes and ordinances.

7. Construction Permit. Tenant shall proceed with the design of the Tenant finish so that Tenant can timely apply for a construction permit and such that a permit can be obtained no later than July 1, 2012.

APPENDIX D

BASE RENT

Rent shall commence on the Rent Commencement Date. The Rent for any partial month shall be charged at a rate equivalent to the number of days the Premises are within Tenant's possession divided by the number of days in the month of the partial occupancy.

Date of Lease Execution-Rent Commencement Date: No Charge

Rent Commencement Date-August 31, 2013: $15,550.00 Per Month

September 1, 2013-August 31, 2014: $16,016.50 Per Month

September 1, 2014-August 31, 2015: $15,497.00 Per Month

September 1, 2015-August 31, 2016: $16,991.90 Per Month

September 1, 2016-August 31, 2017: $17,501.66 Per Month

September 1, 2017-August 31, 2018: $18,026.71 Per Month

September 1, 2018-August 31, 2019: $18,567.51 Per Month

September l , 2019-August 31, 2020: $19,124.54 Per Month

September 1, 2020-August 31, 2021: $19,698.27 Per Month

September 1, 2021-August 31, 2022: $20,289.22 Per Month

The monthly rent does not include any adjustments contemplated in Section 5 of the lease for Taxes and Operating Costs. The First Year Operating Cost Estimate is $3,576.50 per month in addition to the Base Rent.

The Tenant (but not any assignee or sublease absent Landlord's express written grant) shall have two (2) five-year options to renew. The Base Rent for the first year of the Extension Period shall be at market rate for similar restaurant spaces in the LoDo market area, but not lower than the last years rent, additional rent and operating costs. The Base Rent for the option period shall increase at 3% for each succeeding year of the Lease. Tenant shall give the Landlord notice of its intent to exercise any option within the time and in the manner set forth in the Lease.

APPENDIX E

RULES AND REGULATIONS

1.Tenant shall not place anything, or allow anything to be placed, in the common areas, in any, or near the glass or any window, door, partition or wall which may in Landlord 's judgment, appear unsightly from the common areas or from the outside of the Building.

2. The Building directory, located in the Building lobby as provided by Landlord, shall be available to Tenant solely to display 2 lines/names and their location in the Building, which display shall be directed by Landlord.

3. The sidewalks, halls, passages, exits, entrances, elevators and stairways shall not be obstructed by Tenant or used by Tenant for any purposes other than for ingress to and egress from the Premises without the Landlord's prior written approval. The halls, passages, exits, entrances, elevators, stairways, balconies and roof are not for the use of the general public and Landlord shall, in all cases, retain the right to control and prevent access thereto by all persons whose presence in the judgment of the Landlord, reasonably exercised, shall be prejudicial to the safety, character, reputation and interests of the Building. Neither Tenant nor any employees or invitees of any tenant shall go upon the roof of the Building.

4. The toilet rooms, urinals, wash bowls and other apparatus shall not be used for any purposes-other than that for which they were constructed, and no foreign substance of any kind whatsoever shall be thrown therein, and to the extent caused by Tenant or its employees or invitees, the expense of any breakage, stoppage or damage resulting from the violation of this rule shall be born by Tenant.

5. Tenant shall not cause any unnecessary janitorial labor or services by reason of Tenant's carelessness or indifference in the preservation of good order and cleanliness.

6. No lodging shall be done or permitted by Tenant on the Premises.

7. Tenant shall not bring upon, use or keep in the Premises or the Building any kerosene, gasoline or inflammable or combustible fluid or material other than that combustible material, in small quantities, used in the cooking and serving of meals, or use any method of heating or air conditioning other than that supplied by Landlord.

8. Landlord shall have sole power to direct electricians to where and how telephone and other wires are to be introduced. No boring or cutting for wires is to be allowed without the consent of Landlord. The locations of telephones, call boxes and other office equipment affixed to the Premises shall be subject to the approval of Landlord.

9. Upon the termination of the tenancy, Tenant shall deliver to Landlord all keys and passes for offices, room, parking lot and toilet rooms which shall have been furnished Tenant. In the event of the loss of any keys so furnished, Tenant shall pay Landlord therefore. Tenant shall not make: or cause to be made, any such keys and shall order all such keys solely from Land lord and shall pay Landlord for any additional such keys over and above the two sets of keys furnished by Landlord.

10.Tenant shall not install linoleum, tile, carpet or other floor covering so that the same shall be affixed to the floor of the Premises in any manner except as approved by Landlord.

No furniture, packages, supplies, equipment or merchandise will be received in the Building or carried up or down in the elevator, except between such hours and in such elevator as shall be designated by Landlord.

12.Tenant shall cause all doors to the Premises to be closed and securely locked before leaving the Building at the end of the day.

13. Without the prior written consent of Landlord, Tenant shall not use the name of the Building or any picture of the Building in connection with, or in promoting or advertising the business of Tenant, except Tenant may use the address of the Building as the address of its business.

14. Tenant shall cooperate fully with Landlord to assure the most effective operation of the Premises' or the Building's heat and air conditioning, and shall refrain from attempting to adjus t any controls. Tenant shall keep corridor doors closed.

15. Except for Landlord's gross negligence, Tenant assumes full responsibility for protecting the Premises from theft, robbery and pilferage, which includes keeping doors locked and other means of entry to the Premises closed and secured.

16. Except with the prior written consent of the Landlord, Tenant shall not carry on or permit or allow any employee or person to carry on the business of machine copying, stenography, typewriting or similar business in or from the Premises for the service or accommodation of occupants of any other portion of the Building without written consent of the Landlord.

17. Tenant shall not conduct any auction nor permit any fire or bankruptcy sale to be held on the Premises, nor store goods, wares or merchandise on the Premises. Tenant shall not allow any vending machines on the Premises without Landlord's prior consent.

18.All freight must be moved into, within and out of the Building under the supervision of Landlord and according to such regulation as may be posted in the Building Manager's office. All moving of furniture or equipment into or out of the Building by Tenant shall be done at such time and in such manner as directed by Landlord or its agent. In no cases shall items of freight, furniture, fixtures or equipment be moved into or out of the Building or in any elevator during such hours as are normal, considered rush hours to an office building; i.e., 7:30 - 9:30 A.M., 11:00 A.M. - 1:00 P.M. and 4:00 - 6:30 P.M.

19. On Sundays, federally observed holidays and on other days during certain hours for which the Building may be closed after normal business hours, access to the Building or to halls, corridors, elevators, stairwells will be controlled by Landlord through the use of the Building watchman. This watchman will have the right to demand of any and all persons seeking access to the Building proper identification to determine if they have rights access to the Premises. The Landlord shall; in no case, be liable for damages wherein admission to the Building has not been granted during abnormal hours by reason of a tenant failing to properly identify himself to the watchman, or through the failure of the Building to be unlocked and open for access by Tenant, Tenant’ s employees and general public. Nothing contained herein shall obligate Landlord to provide such watchman or to make Landlord liable for any act or omission of any watchman which may be provided.

20. Tenant shall not change locks or install other locks on doors without the prior written consent of Landlord.

21.Tenant shall give prompt notice to Landlord of any accidents to or defects in plumbing, electrical fixtures or heating apparatus reasonably known to Tenant so the same may be attended to properly.

22. No safes or other objects larger or heavier thaJ1 the freight elevators of the Building are limited to carry shall be brought into or installed on the demised Premises. Landlord shall have the power to prescribe the weight and position of such safes or other object s which shall, if considered necessary by Landlord, be required to be supported by such additional materials placed on the floor as Landlord may direct, and at the expense of Tenant. In no event can these items exceed a weight for which the floor is designed.

23. No person or persons other than those approved by Landlord will be permitted to enter the Building for purposes of cleaning, maintenance, construction or painting.

24. Tenant shall not permit or suffer the demised Premises to be occupied or used in a manner offensive or objectionable to Landlord or other occupants of the Building by reason of noise, odors, or vibrations or interfere in any way with other tenants or those having business therein, nor shall any animals or birds be kept in or about the Building. Smoking or carrying of a lighted cigar or cigarette in the common areas or the elevators of the Building is prohibited.

25. Canvassing, soliciting and peddling in the Building are prohibited. Tenants shall cooperate to prevent the same.

26. Land lord reserves the right, at any time, to rescind any one or more of these rules and regulations or to make such other and further reasonable rules and regulations as in Landlord's judgment may from time to time be necessary for the safety, care and cleanliness of the Building for the preservation of order therein.

LANDLORD:

ELMO, LIMITED LIABILITY COMPANY

/s/ Michael D. Plante

By: Michael D. Plante, Managing Member

TENANT:

Southern Hospitality Franchisee Holding Corporation

/s/ Gary Tedder

Its: President

APPENDIX F

FURNITURE, FIXTURE, EQUIPMENT AND PERSONAL PROPERTY LIEN

As additional security for Tenant's performance of its obligations under this Lease. Tenant hereby grants to Landlord a security interest in and to all of the furniture, fixtures and equipment and personal property as described in Exhibit A herein, that is owned by the Tenant situated and on the Leased Premises as security for the payment of all Rent and other sums due or to become due under this Lease. Tenant shall execute such documents as Landlord may require to evidence Landlord's security interest in such personal property. Such fw11iture, fixtures, equipment and personal property shall not be removed from the Leased Premises (except to the extent such property is replaced with an item of equal or greater value} without the prior written consent of Landlord . It is intended by the parties hereto that this instrument shall have the effect of a

security agreement covering the furniture, fixtures, equipment and personal property, and Landlord, upon the occurrence of any event of default set forth in Section 20. May exercise any rights of a secured party under the Unif01m Commercial Code of the State of Colorado.

Upon presentment to Landlord for which permission shall not be unreasonably withheld,

EXHIBIT A

FURNITURE, FIXTURE, EQUIPMENT AND PERSONAL PROPERTY

List of F, F & E to be attached.

APPENDIX G

BROKER DISCLOSURE TO TENANT

The printed portions of this form, except differentiated additions, have been approved by the Colorado Real Estate Commission. (BDT20-5-09) (Mandatory 7-09)

DIFFERENT BROKERAGE RELATIONSHIPS ARE AVAI LABLE WHICH INCLUDE LANDLORD AGENCY, TENANT AGENCY OR TRANSACTION-BROKERAGE.

BROKERAGE DISCLOSURE TO TENANT DEFINITIONS OF WORKING RELATIONSHIPS

For purposes of this document, landlord includes sublandlord and tenant includes subtenant. Landlord's Agent: A landlord's agent works solely on behalf of the landlord to promote the interests of the landlord with the utmost good faith, loyalty and fidelity. The agent negotiates on behalf of and acts as an advocate for the landlord. The landlord's agent must disclose to potential tenants all adverse material facts actually known by the landlord's agent about the property. A separate written listing agreement is required which sets forth the duties and obligations of the broker and the landlord.

Tenant's Agent: A tenant's agent works solely on behalf of the tenant to promote the interests of the tenant with the utmost good faith, loyalty and fidelity. The agent negotiates on behalf of and acts as an advocate for the tenant. The tenant's agent must disclose to potential landlords all adverse material facts actually known by the tenant's agent, including the tenant's financial ability to perform the terms of the transaction and, if a residential property, whether the tenant intends to occupy the property. A separate written tenant agency agreement is required which sets forth the duties and obligations of the broker and the tenant.

Transaction-Broker: A transaction-broker assists the tenant or landlord or both throughout a real estate transaction by performing terms of any written or oral agreement, fully informing the parties, presenting all offers and assisting the parties with any contracts, including the closing of the transaction, without being an agent or advocate for any of the parties. A transaction-broker must use reasonable skill and care in the performance of any oral or written agreement, and must make the same disclosures as agents about all adverse material facts actually known by the transaction broker concerning a property or a tenant's financial ability to perform the terms of a transaction and, if a residential property, whether the tenant intends to occupy the property. No written agreement is required.

Customer: A customer is a party to a real estate transaction with whom the broker has no brokerage relationship because such party has not engaged or employed the broker, either as the party's agent or as the party’s transaction-broker.

RELATIONSHIP BETWEEN BROKER A ND TENANT

Broker and Tenant referenced below have NOT entered into a tenant agency agreement. The working relationship specified below is for a specific property described as: 1433 17'" Street, Denver, CO 80202 or real estate which substantially meets the following requirements: The St. Elmo Building.

Tenant understands that Tenant shall not be liable for Broker's acts or omissions that have not been approved, directed, or ratified by Tenant.

CHECK ONE BOX ONLY:

[ ] Multiple-Person Firm. Broker, referenced below, is designated by Brokerage Firm to serve as Broker. If more than one individual is so designated, then references in this document to Broker shall include all persons so designated, including substitute or additional brokers. The brokerage relationship exists only with Broker and does not extend to the employing broker, Brokerage Firm or to any other brokers employed or engaged by Brokerage Firm who are not so designated.

BDT20-5-09. BROKERAGE DISCLOSURE TO TENANT Page 2 of 2

[X] One-Person Firm. If Broker is a real estate brokerage fr rm with only one licensed natural person, then any references to Broker or Brokerage Firm mean both the licensed natural person and brokerage firm who shall serve as Broker.

CHECK ONE BOX ONLY:

[X] RJ Customer. Broker is the landlord's agent and Tenant is a customer. Broker is not the agent of Tenant.

Broker, as landlord's agent, intends to perform the following list of tasks:

[X] Show a property [X] Prepare and Convey written offers, counteroffers and agreements to amend or extend the lease.

[ ] Customer for Broker's Listings - Transaction-Brokerage for Other Properties. When Broker is the landlord's agent, Tenant is a customer. When Broker is not the landlord's agent, Broker is a transaction-broker assisting in the transaction. Broker is not the agent of Tenant.

[ ] Transaction-Brokerage Only. Broker is a transaction-broker assisting in the transaction. Broker is not the agent of Tenant.

If Broker is acting as a transaction-broker, Tenant consents to Broker's disclosure of Tenant's confidential information to the supervising broker or designee for the purpose of proper supervision, provided such supervising broker or designee shall not further disclose such information without consent of Tenant, or use such information to the detriment of Tenant.

THIS IS NOT A CONTRACT.

If this is a residential transaction, the following provision shall apply:

MEGAN'S LAW. If the presence of a registered sex offender is a matter of concern to Tenant, Tenant understands that

Tenant must contact local law enforcement officials regarding obtaining such information. TENANT ACKNOWLEDGMENT:

Tenant acknowledges receipt of this document on April1 4, 2012.

Tenant: Gary Tedder

/s/ Gary Tedder
Tenant

BROKER ACKNOWLEDGMENT:

On-April 14, 2012, Broker provided (Tenant) with this document via email and retained a copy for Broker's records.

Brokerage Name: Plante Properties, Inc.

/s/ Michael D. Plante

Michael D.Plante / Broker

GUARANTY

THIS GUARANTY, made this15th day of April, 2012 by the undersigned, Southern Hospitality Franchisee Holding Corporation (the "Guarantor"), to and for the benefit of Elmo Limited Liability Company, a Colorado limited liability company ("Elmo").

RECITALS:

A. Concurrently herewith, Southern Hospitality Franchi see Holding Corporation ("Tenant") is executing a Lease with Elmo for space located at 1433 l 71h Street, Suite 150, Denver, CO 80202 (the "Lease").

B. The Lease provides that Elmo will advance funds to pay brokerage commissions and is providing Tenant Improvements relating to the lease space.

C. Elmo requires as a condition precedent to its making the advances and providing the lease premises evidenced by the Lease that Guarantor guaranty the payment of the Rents, interest thereon, and all other monies due or which may become due thereunder as provided below.

D. Guarantor desires to give such guaranty to Elmo in order to induce Elmo to accept the Lease and make the advances.

E. Guarantor will be directly benefited by the acceptance of the Lease and the disbursement of the advance by Elmo since Guarantor is a shareholder of Tenant.

NOW, THEREFORE, in consideration of the foregoing premises and for the purpose of inducing Elmo to accept the lease and make the Allowance, Guarantor hereby agrees as follows:

1. Guaranty of Payment: Guarantor unconditionally, absolutely and irrevocably guarantees, for the benefit of Elmo and each and every present and future holder or holders of the Lease or assignee or assignees of the Lease, the due, punctual and payment of the Rent, and all other monies due or which may become due thereunder. Notwithstanding the above, Guarantor shall in no circumstance be liable for an amount in excess of the guarantee limits set forth in Exhibit A attached hereto and made a part hereof referenced.

2. Representations and Warranties. The following shall constitute representations and warranties of Guarantor and Guarantor hereby acknowledges that Elmo intends to lease the premises to the Tenant in reliance thereon.

(a) Guarantor is not in default in any material respect, and no event has occurred which with the passage of time and/or the giving of notice will constitute a default in any material respect, under any agreement to which guarantor is a party, the effect of which will impair performance of Guarantor of its obligations pursuant to and as contemplated by the terms of this Guaranty, and neither the execution and delivery of this Guaranty nor compliance with the terms and provisions hereof will violate any applicable law, rule, regulation, judgment, decree or order.

(b) There is not any litigation, arbitration, governmental or administrative proceedings, actions, examinations, claims or demands pending, or to Guarantor 's knowledge, threatened that will adversely affect performance by Guarantor of its obligations pursuant to and as contemplated by the terms and provisions of this Guaranty; and

(c) Neither this Guaranty nor any statement or certification as to facts heretofore furnished or required herein to be furnished to Elmo by Guarantor, contains any inaccuracy or untruth in any representation, covenant or warranty or omits to state a fact material to this Guaranty.

3. Covenants. Guarantor hereby agrees and convenience that:

(a) At any time during which the Lease is in default, any indebtedness of Tenant now or hereafter owing, together with any interest thereon, to Guarantor (except for ordinary employment salary), is hereby subordinated to the indebtedness of Tenant to Elmo under the Lease, and such indebtedness of tenant to Guarantor in the event of a default hereunder shall be collected, enforced and received by Guarantor in trust for the benefit of Elmo, and shall be paid over to Elmo on account of the indebtedness of Tenant to Elmo, but without impairing or affecting in any manner the liability of Guarantor under the other provisions of this Guaranty;

(b) Until the Lease is repaid in full, no payment by Guarantor under any provision of this Guaranty shall entitle Guarantor by subrogation of the rights of Elmo or otherwise, to (i) any payment by Tenant or out of Tenant' s prope1iy or (ii) any payment from or rights in any applicable bonds, title insurance certifications, commitments or indemnities or other security held by or for the benefit of Elmo in com1ection with the Premises, if such subrogation prejudices Elmo's interests;

(c) The liability of Guarantor hereunder shall in no way be affected, diminished or released by any extension of time or forbearance that may be granted by Elmo to Tenant or to Guarantor or any waiver by Elm o under the lease or by reason of any increase, substitution or changes therein, or by the release by Elmo of any security or any withdrawal thereof or decrease therein or by the failure or election not to pursue any remedies Elmo may have against Tenant or Guarantor;

(d) Elmo may enforce this Guaranty without the necessity at any time of first res01iing to or exhausting any other remedy; provided, however, that nothing herein contained shall prevent Elmo from suing on the Lease, and if such remedy is availed of only the net proceeds therefrom, after deduction of all charges and expenses of every kind and nature relating to collection of the indebtedness evidenced by the Lease, shall be applied in reduction of the amount due on the Lease and Elmo shall not be required to institute or prosecute proceedings to recover any deficiency as a condition of any payment hereunder or enforcement hereof;

(e) This Guaranty shall remain and continue in full force and effect notwithstanding, the institution by or against Tenant or Guarantor of bankruptcy, reorganization, readjustment, receivership or insolvency proceedings, or otherwise.In the event any

payment by or on behalf of Tenant to Elmo is held to constitute a preference under the bankruptcy laws, or if for any other reason Elmo is required to refund such payment or pay the amount thereof to any other party, such payment by or on behalf of Tenant to Elmo shall not constitute a release of Guarantor from any liability hereunder, but Guarantor agrees to pay such amount to Elmo upon demand: and

(f) This Guaranty shall be a continuing, absolute and unconditional Guaranty, and shall not be discharged, impaired or affected by the following, whether or not Guarantor has notice or knowledge of, or consent or agree thereto: (I) the existence or continuance of any obligation on the part of Tenant on or with respect to the lease;(ii)the release or agreement not to sue without reservation of rights of any one liable in any way for repayment of the indebtedness evidenced by the Lease for any reason whatsoever; (iii) the power or authority or lack of power or authority of Tenant to execute, acknowledge or deliver the Lease;(iv)the validity or invalidity of the Lease;(v) any defenses whatsoever that Tenant may or might have to the performance or observance of any of the covenants or conditions contained in the Lease; (vi) any limitation or exculpation of liability of Tenant that may be expressed in the Lease; (vii) any sale, pledge, surrender, indulgence, alteration, substitution, exchange, modification, release or other disposition of any of the indebtedness hereby guaranteed, all of which Elmo is expressly authorized to make and do from time to time; (viii) any right or claim whatsoever which Guarantor may have against Tenant; or (ix) the acceptance by Elmo of any, all or part of the indebtedness evidenced by the Lease, or any failure neglect or omission on the part of Elmo to realize on or protect any of the indebtedness evidenced by the Lease.

4. Waivers: Guarantor waives diligence, presentment, protest, notice of dishonor, demand for payment, extension of time of payments, notice of acceptance of this Guaranty, nonpayment at maturity and indulgences and notice of every kind with respect to the Lease.Guarantor further consents to any and all forbearances and extensions of the

time of the payment of the Lease, including any extension of the maturi ty date of the Lease, to any and all changes in the terms, coven ants and conditions of the L ease, hereafter mad e or granted, it being the intention hereof that Guarantor remain liable as a principal to and until the unpaid principal amount of the Allowance, interest thereon, and all other monies due or which may become due thereunder shall have been fully repaid to Elmo and the terms, covenants and conditions thereof shall have been fully performed and observed by Tenant , notwithstanding any conditions thereof shal l have been fully performed and observed by Tenant, notwithstanding any act , omission or thing which might otherwise operate as a legal or equitable discharge of Guarantor.

5. Effect of Elmo's Delay or Action. No delay on the part of Elm o in the exercise of any right or remedy shall operate as a waiver thereofand no single or partial exercise by Elmo of any right or remedy shall preclude other right or remedy. No action of Elmo permitted hereunder shall in any way affect or impair the rights of Elm o and the obligation of Guarantor under this Guaranty.

6. Cost of Collection : Guarantor agrees that in addition to all of its other obligations under this Guaranty, Guarantor shall be liable to pay to Elmo or the holder or holders from time to time of the Lease, on demand, all costs and expenses, including reasonable attorney 's fees and court costs, incurred by Elmo or such holder in enforcing the obligation of Guarantor under this Guaranty.

Miscellaneous: Guarantor agrees that this Guaranty shall inure to the benefit of any may be enforced by Elmo and any subsequent holder of the Lease, and their respective successors and assigns, and shall be finding upon and enforceable against the Guarantor and its successors and assigns.Guarantor agrees that this Guaranty shall be governed by and construed in accordance with the laws of the state of Colorado.This Guaranty may not be modified, amended, revised, revoked, terminated, changed or varied in any way whatsoever except by the express terms of a writing signed by the party or parties sought to be bound thereby.In the event any one or more of the provisions contained in this Guaranty shall for any reason be held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, Guarantor agrees that such invalidity, illegality or unenforceability shall not affect any other provision of this Guaranty , and this Guaranty shall be construed as i f such invalid, illegal or unenforceable e provision had never been contained herein.

Time is of the essence of this Guaranty.

EXHIBIT A

Notwithstanding the above, the Guarantors shall not be liable to any greater amount than the remaining obligations, in aggregate of the Lease at the time such Guarantee is exercised by the Landlord.

IN WITNESS W HEROF, Guarantor has executed this instrument as of the day and year first above written.

GUARANTOR: Southern Hospi tality Franchisee Holdings Corporations

BY: /s/ Gary Tedder

Gary Tedder, President

Exhibit 10.8

LOAN AGREEMENT

THIS LOAN AGREEMENT (this "Agreement") dated as of December 31, 2014 (the "Effective Date") between BOURBON BROTHERS #14, LLC, a Colorado limited liability company ("Lender"), and BOURBON BROTHERS HOLDING CORPORATION, a Colorado corporation ("Borrower"), provides the terms on which Lender shall lend to Borrower and Borrower shall repay Lender. The parties agree as follows:

1.	LOAN & NOTE

1.1. Promise to Pay. Borrower hereby unconditionally promises to pay Lender the outstanding principal amount of all Obligations and accrued and unpaid interest thereon as and when due in accordance with this Agreement. "Obligations" means Borrower's obligations to pay when due any debts, principal, interest, fees, Lender expenses, and other amounts Borrower owes Lender now or later, whether under this Agreement, the Note (as defined below) or otherwise, including, without limitation, interest accruing and debts, liabilities, or obligations of Borrower assigned to Lender, and to perform Borrower's duties under this Agreement and the Note.

1.2. Loan. Subject to the terms and conditions of this Agreement, on or about the Effective Date, Lender shall loan to Borrower, the principal amount of $1,250,000. The Obligations shall be evidenced by and shall be repayable in accordance with the promissory note executed by Borrower in favor of the Lender, dated as of the Effective Date (the "Note"). All terms of payment of principal, interest, service fees, and all terms of prepayment, are as set forth in the Note.

1.3. Warrant. As further consideration to enter into this Agreement, Borrower issues the following warrants to purchase its common stock each exercisable at $0.10 per share for five years: (i) warrant exercisable for 7.5 million shares to Lender; (ii) warrant exercisable for 7.5 million shares to J.W. Roth (collectively, the "Warrants").

2.	REPRESENTATIONS AND WARRANTIES

Borrower represents and warrants as follows:

2.1. Due Organization, Authorization; Power and Authority. Borrower is duly organized, validly existing and in good standing in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its business or its ownership of property requires that it be qualified, in each case except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower's business.

The execution, delivery and performance by Borrower of this Agreement, the Note, and the Warrants to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower's organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material requirement of law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any governmental authority by which Borrower or any of its subsidiaries or any of their properly or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or governmental approval from, any governmental authority (except such governmental approvals which have already been obtained and are in full force and effect) or (v) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower is bound, in each case of (ii) through (v) above, except as could not reasonably be expected to have a material adverse effect on Borrower's business. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower's business.

2.2. Litigation. There are no actions or proceedings pending or, to the knowledge of the Borrower, threatened in writing by or against Borrower or any of its subsidiaries involving more than, individually or in the aggregate, $100,000.

2.3. Financial Statements; Financial Condition. All consolidated financial statements for Borrower and any of its subsidiaries available Lender fairly present in all material respects Borrower's consolidated financial condition and Borrower's consolidated results of operations. There has not been any material deterioration in Borrower's consolidated financial condition since September 30, 2014, the date of the most recent financial statements available to Lender (which financial statements are included in the Company's periodic reports filed with the Securities and Exchange Commission).

2.4. Use of Proceeds. Borrower shall use the proceeds of the Obligations solely in connection with the development and operation of its restaurant businesses (through its subsidiaries), and as working capital, and not for personal, family, household or agricultural purposes.

3.	AFFIRMATIVE COVENANTS

Borrower shall do all of the following:

3.1. Government Compliance. Maintain its and all its subsidiaries' legal existence and good standing in their respective jurisdictions of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on Borrower's business or operations. Borrower shall comply, and have each subsidiary comply, in all material respects, with all laws, ordinances and regulations to which it is subject.

3.2. Insurance. Keep its business insured for risks and in amounts standard for companies in Borrower's industry and location and as Lender may reasonably request. Insurance policies shall be in a form, with financially sound and reputable insurance companies that are not affiliates of Borrower, and in amounts that are standard for companies in Borrower's industry and location.

3.3. Further Assurances. Execute any further instruments and take further action as Lender reasonably requests to effect the purposes of this Agreement. Deliver to Lender, within 5 days after the same are sent or received, copies of all correspondence, reports, documents and other filings with any governmental authority regarding compliance with or maintenance of governmental approvals or requirements of law that could reasonably be expected to have a material adverse effect on any of the governmental approvals or otherwise on the operations of Borrower or any of its subsidiaries.

4.	EVENTS OF DEFAULT

Any event of default (an "Event of Default") under the Note shall constitute an Event of Default under this Agreement. Further, an Event of Default shall occur if, upon written notice by Lender to Borrower, that Borrower has failed or neglected to perform any obligation or covenant in this Agreement and, after written notice by Lender of such failure to perform, Borrower fails to cure the default within 30 days after receipt of such notice.

REMEDIES

5.1. Rights and Remedies. Upon the occurrence and during the continuance of an Event of Default, Lender may do any of the following:

(a) Default Rate. Accrue and collect interest at any default rate set forth in the Note and collect any late fees provided for in the Note.

(b) Acceleration. Declare the entire principal amount of all Obligations then outstanding, including interest accrued thereon, to be immediately due and payable without presentment, demand, protest, notice of protest or dishonor, or other notice of default of any kind, all of which are hereby expressly waived.

(c) Setoff. Lender may exercise liens upon and rights of setoff against any monies, items, credits, deposits, or instruments that Lender may have in its possession and which belong to Borrower or to any other person or entity liable for the payment of any or all of the Obligations.

(d) Receivership. Lender may apply for and have a receiver appointed by a state or federal court of competent jurisdiction to manage, operate, protect and/or preserve any of Borrower's business or assets, to sell or dispose of any of the Borrower's business or assets, and/or to collect all revenues and profits thereof, and apply the same as required in this Agreement.

(e) Other Remedies. Lender shall be free to exercise any other remedy that may be available under this Agreement, the Note, the Warrants, or applicable law. No right, power, or remedy conferred upon or reserved to Lender by this Agreement, the Note, or the Warrants is intended to be exclusive of any other right, power, or remedy, but each and every such right, power, and remedy shall be cumulative and concurrent and shall be in addition to any other right, power, and remedy given hereunder, the Note or the Warrants or now or hereafter existing at law, in equity, or by statute.

(f) No Waivers. No delay or omission by Lender to exercise any right, power, or remedy accruing upon the occurrence of any Event of Default shall exhaust or impair any such right, power, or remedy or shall be construed to be a waiver of any such Event of Default or an acquiescence therein, and every right, power, and remedy given by this Agreement, the Note, and the Warrants to Lender may be exercised from time to time and as often as may be deemed expedient by Lender.

6. NOTICES

All notices, consents, requests, approvals, demands, or other communication by any party to this Agreement, the Note, and the Warrants must be in writing and shall be deemed to have been validly served, given, or delivered: (a) upon the earlier of actual receipt and three business days after deposit in the U.S. mail, first class, registered or certified mail return receipt requested, with proper postage prepaid; (b) upon transmission, when sent by electronic mail; (c) one business day after deposit with a reputable overnight courier with all charges prepaid; or (d) when delivered, if hand-delivered by messenger, all of which shall be addressed to the party to be notified and sent to the address or email address indicated below. Lender or Borrower may change its mailing or electronic mail address by giving the other party written notice thereof.

If to a Borrower: BOURBON BROTHERS HOLDING CORPORATION

2 North Cascade Avenue, Suite 1400

Colorado Springs, CO 80903

Attn: Mitchell Roth, President

Email: mroth@bourbonbrothers.com

If to Lender: BOURBON BROTHERS #14, LLC

2 North Cascade Avenue, Suite 1400

Colorado Springs, CO 80903

Attn: JW Roth

Email: jwroth@bourbonbrothers.com

7.	CHOICE OF LAW, VENUE, JURY TRIAL WAIVER

Colorado law governs this Agreement, the Note, and the Warrants without regard to principles of conflicts of law. Borrower and Lender each submit to the exclusive jurisdiction of the State and Federal courts in the Denver, Colorado metropolitan area. Borrower expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such court, and Borrower hereby waives any objection that it may have based upon lack of personal jurisdiction, improper venue, or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such court. Borrower hereby waives personal service of the summons, complaints, and other process issued in such action or suit and agrees that service of such summons, complaints, and other process may be made by registered or certified mail addressed to Borrower at the address set forth in Section 6 of this Agreement and that service so made shall be deemed completed upon the earlier to occur of Borrower's actual receipt thereof or 3 days after deposit in the U.S. mails, proper postage prepaid.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BORROWER AND LENDER EACH WAIVE THEIR RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE NOTE, THE WARRANTS OR ANY CONTEMPLATED TRANSACTION, INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR BOTH PARTIES TO ENTER INTO THIS AGREEMENT. EACH PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL.

This Section shall survive the termination of this Agreement.

8.	GENERAL PROVISIONS

8.1. Termination Prior to Maturity Date; Survival. All covenants, representations and warranties made in this Agreement continue in full force until this Agreement has terminated pursuant to its terms and all Obligations have been satisfied.

8.2. Successors and Assigns. This Agreement binds and is for the benefit of the successors and permitted assigns of each party. Borrower may not assign this Agreement or any rights or obligations under it without Lender's prior written consent.

8.3. Severability of Provisions. Each provision of this Agreement is severable from every other provision in determining the enforceability of any provision.

8.4. Counterparts. This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, is an original, and all taken together, constitute one Agreement.

[Signature page follows.]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Effective Date.

BORROWER:

BOURBON BROTHERS HOLDING CORPORATION

By: /s/ Mitchell Roth

Name: Mitchell Roth

Title: President

LENDER:

BOURBON BROTHERS #14, LLC

By: /s/ JW Roth

Name: JW Roth

Title: Manager

Exhibit 21.1

Subsidiaries of Bourbon Brothers Holding Corporation

1. Bourbon Brothers Holding Company, LLC, a Colorado limited liability company

2. Bourbon Brothers Restaurant Group, LLC, a Colorado limited liability company

3. Bourbon Brothers Franchise, LLC, a Colorado limited liability company

4. Bourbon Brothers Brand, LLC, a Colorado limited liability company

5. Southern Hospitality Southern Kitchen Colorado Springs, LLC, a Colorado limited liability company

6. Bourbon Brothers Seafood and Chophouse Colorado Springs, LLC, a Colorado limited liability company

7. SH Franchisee & Licensing Corp., a Colorado corporation

8. Southern Hospitality Denver Holdings, LLC, a Colorado limited liability company

9. Southern Hospitality Denver, LLC, a Colorado limited liability company

10. Southern Hospitality Lone Tree, LLC, a Colorado limited liability company

11. Southern Hospitality Tejon, LLC, a Colorado limited liability company

12. Southern Hospitality Licensing, LLC, a Colorado limited liability company

13. SHQ Glendale, LLC, a Colorado limited liability company

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

I, Mitchell Roth, certify that:

1. I have reviewed this annual report on Form 10-K of Bourbon Brothers Holding Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting;

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's Board of Directors (or persons performing the equivalent function):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

March 6, 2015

/s/ Mitchell Roth

Mitchell Roth

President, as person performing the duties of the Principal Executive Officer

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

I, Heather Atkinson, certify that:

1. I have reviewed this annual report on Form 10-K of Bourbon Brothers Holding Corporation;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

March 6, 2015

/s/ Heather Atkinson

Heather Atkinson

Chief Financial Officer

Exhibit 32.1

CERTIFICATION OF

PRESIDENT

OF BOURBON BROTHERS HOLDING CORPORATION

PURSUANT TO 18 U.S.C. SECTION 1350

Pursuant to 18 U.S.C. Section 1350 and in connection with the accompanying report on Form 10-K for the year ended December 31, 2014 that is being filed concurrently with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned officer of Bourbon Brothers Development Corporation (the "Company") hereby certifies that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

March 6, 2015

/s/ Mitchell Roth

Mitchell Roth

President, as person performing the duties of the Principal Executive Officer

Exhibit 32.2

CERTIFICATION OF

CHIEF FINANCIAL OFFICER

OF BOURBON BROTHERS HOLDING CORPORATION

PURSUANT TO 18 U.S.C. SECTION 1350

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

March 6, 2015

/s/ Heather Atkinson

Heather Atkinson

Chief Financial Officer

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