Southern Concepts Restaurant (RIBS) PRE 14A Preliminary proxy

EXHIBIT C

SMOKIN CONCEPTS DEVELOPMENT CORPORATION

UNAUDITED PRO FORMA FINANCIAL INFORMATION

On August 1, 2013, Smokin Concepts Development Corporation (“SCDC”) entered into a non-binding Letter of Intent (the “LOI”) with Bourbon Brothers Holding Company, LLC (“BBHC”).  Under the terms of the LOI, if BBHC and SCDC are able to successfully negotiate a definitive agreement, SCDC will acquire BBHC by having each member of BBHC contribute his membership interest in BBHC to SCDC in exchange for SCDC common stock (the “Transaction”) with BBHC anticipated to own approximately 80% of the issued and outstanding common stock post-Transaction. BBHC anticipates the definitive agreement, if successfully negotiated, would be executed in early November 2013.

The closing of these transactions is subject to certain contingencies, including the negotiation of definitive agreements for the Transaction, the absence of any material adverse change through the closing date in the businesses of BBHC and SCDC, respectively, a successful tax free spinout of 49% of the membership interests of Bourbon Brothers Southern Kitchen Colorado Springs, LLC (“BBCS” f/k/a Bourbon Brothers Smokehouse and Tavern, LLC is to own and operate a Bourbon Brothers restaurant in Colorado Springs, Colorado, with an anticipated opening date in December 2013) to BBHC’s current members prior to the Transaction and approval of the Transaction by the disinterested shareholders of SCDC. Additionally, the SCDC’s shareholders will be asked to approve amendments to the SCDC’s articles of incorporation to increase its authorized capital and to effect a name change if the Transaction occurs.

The accompanying unaudited pro forma balance sheet as of June 30, 2013, gives effect to the transaction as if it had been consummated on June 30, 2013. The unaudited pro forma statements of operations for the six months ended June 30, 2013, gives effect to the transaction as if it had been consummated at the beginning of the periods presented.

The unaudited pro forma financial information should be read in conjunction with the historical financial statements of SCDC as well as those of BBHC. The unaudited pro forma statement of operations does not purport to be indicative of the results of operations that would have actually been obtained had such transactions been completed as of the assumed dates and for the period presented, or which may be obtained in the future. The pro forma adjustments are described in the accompanying notes and are based upon available information and certain assumptions that SCDC believes are reasonable.

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SMOKIN CONCEPTS DEVELOPMENT CORPORATION

 PROFORMA BALANCE SHEET

 (UNAUDITED)

 AS OF JUNE 30, 2013

	Smokin Concepts Develop.			Bourbon Brothers Holding Co.,						Proforma				Proforma
	Corp.			LLC			Total			Adjustments				Total
	(Historical)			(Historical)
Assets
Current assets:
Cash and cash equivalents	$	251,661		$	182,802		$	434,463						$	434,463
Prepaid expenses and other		140,210			-			140,210							140,210
Inventory		33,979			-			33,979							33,979
Total current assets		425,850			182,802			608,652			-				608,652
Deposit		18,034			-			18,034							18,034
Intangible asset		298,125			-			298,125							298,125
Property and equipment, net		2,555,371			-			2,555,371							2,555,371
Total assets	$	3,297,380		$	182,802		$	3,480,182		$	-			$	3,480,182
Liabilities and equity
Current liabilities:
Accounts payable	$	88,958		$	318		$	89,276						$	89,276
Related party payable		-			50,000			50,000							50,000
Accrued expenses		269,983			-			269,983							269,983
Note payable and accrued interest		205,885			-			205,885							205,885
Convertible notes payable and accrued interest		81,250			-			81,250							81,250
Total current liabilities		646,076			50,318			696,394			-				696,394
Deferred rent		234,666			-			234,666			(234,666	)	B		-
Convertible notes payable and accrued interest		476,760			-			476,760							476,760
Total liabilities		1,357,502			50,318			1,407,820			(234,666	)			1,173,154
Equity
Preferred stock		-			-			-							-
Common stock		4,894,860			-			4,894,860			(2,964,299	)	A		1,930,561
Additional paid-in capital		974,743			-			974,743			(974,743	)	A		-
Class A voting; Class B non-voting		-			291,874			291,874			(291,874	)	A		-
Accumulated deficit		(4,465,582	)		(159,390	)		(4,624,972	)		4,465,582		A,B		(159,390	)
Total equity before non-controlling interest		1,404,021			132,484			1,536,505			234,666				1,771,171
Noncontrolling interest		535,857			-			535,857			-				535,857
Total equity		1,939,878			132,484			2,072,362			234,666				2,307,028
Total liabilities and equity	$	3,297,380		$	182,802		$	3,480,182			-			$	3,480,182

 See notes to accompanying unaudited proforma consolidated financial statements.

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SMOKIN CONCEPTS DEVELOPMENT CORPORATION

PROFORMA STATEMENT OF OPERATIONS

(UNAUDITED)

				Inception
	Six Months			(May 13, 2013)
	Ended			Through
	June 30, 2013			June 30, 2013
	Smokin Concepts Develop.			Bourbon Brothers Holding Co.,						Proforma			Proforma
	Corp.			LLC			Total			Adjustments			Total
	(Historical)			(Historical)
Revenue	$	956,356		$	-		$	956,356		$	-		$	956,356
Operating expenses:
Restaurant operating costs		1,102,160			-			1,102,160			-			1,102,160
General and administrative		990,484			57,166			1,047,650			-			1,047,650
Related party expenses		234,876			100,000			334,876			-			334,876
Selling and marketing		18,865			2,224			21,089			-			21,089
Depreciation and amortization		102,324			-			102,324			-			102,324
Total operating expenses		2,448,709			159,390			2,608,099			-			2,608,099
Loss from operations		(1,492,353	)		(159,390	)		(1,651,743	)		-			(1,651,743	)
Other expense:
Interest expense		(460,390	)		-			(460,390	)		-			(460,390	)
Net loss	$	(1,952,743	)	$	(159,390	)	$	(2,112,133	)	$	-		$	(2,112,133	)
Net loss attributable to noncontrolling interest	$	(222,056	)	$	-		$	(222,056	)	$	-		$	(222,056	)
Net loss attributable to SCDC		(1,730,687	)		(159,390	)		(1,890,077	)		-			(1,890,077	)
Net loss	$	(1,952,743	)	$	(159,390	)	$	(2,112,133	)	$	-		$	(2,112,133	)
Net loss per share-basic and diluted	$	(0.21	)							$	-		$	(0.07	)
Weighted average number of common shares
outstanding - basic and diluted		8,130,422									17,262,788	A		25,393,210

See notes to accompanying unaudited proforma consolidated financial statements.

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SMOKIN CONCEPTS DEVELOPMENT CORPORATION

NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS

The following adjustments are made to the accompanying pro forma balance sheet and statement of operations:

(A)  This entry is to reflect that SCDC will issue of a total number of common shares to the BBHC members in exchange for all of their ownership interests in BBHC. The number of shares issued in the accompanying pro forma financial statements of operations is calculated at the beginning of each of the periods presented to reflect that BBHC members are to receive approximately 80% of the combined entity's shares. The actual number of shares to be issued, upon the anticipated closing of this transaction, will be based on the number of BBHC units outstanding at that date and will be different than the number of shares utilized in the pro forma calculations.

(B) This entry is to reflect the accounting for a business combination using the acquisition method.  The company will record deferred rent starting for the Transaction date in the post-transaction period based on the terms of the lease.

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